EX-4.1 3 file3.htm POOLING & SERVICING AGREEMENT, APRIL 11, 2008




                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                    Depositor

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer

                                       and

                         CWCAPITAL ASSET MANAGEMENT LLC,
                               as Special Servicer

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                           Dated as of April 11, 2008

                                   ----------

                                 $1,007,111,098

                    LB-UBS Commercial Mortgage Trust 2008-C1
                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2008-C1

TABLE OF CONTENTS

PAGE
----

ARTICLE I

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

SECTION 1.01. Defined Terms............................................................ 6
SECTION 1.02. General Interpretive Principles.......................................... 108
SECTION 1.03. Certain Adjustments to the Principal Distributions on the Certificates... 109
SECTION 1.04. Calculation of LIBOR..................................................... 111

ARTICLE II

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

SECTION 2.01. Creation of Trust; Conveyance of Trust Mortgage Loans.................... 112
SECTION 2.02. Acceptance of Trust Fund by Trustee...................................... 116
SECTION 2.03. Repurchase of Trust Mortgage Loans for Document Defects and Breaches of
Representations and Warranties........................................ 118
SECTION 2.04. Representations, Warranties and Covenants of the Depositor............... 127
SECTION 2.05. Acceptance of Grantor Trust Assets by Trustee; Issuance of the
Class A-2FL Certificates and Class V Certificates..................... 129
SECTION 2.06. Acceptance of Loan REMICs by Trustee; Execution, Authentication
and Delivery of Class R-LR Certificates; Creation of Loan REMIC
Regular Interests..................................................... 130
SECTION 2.07. Conveyance of Loan REMIC Regular Interests............................... 130
SECTION 2.08. Execution, Authentication and Delivery of Class R-I
Certificates; Creation of REMIC I Regular Interests................... 130
SECTION 2.09. Conveyance of REMIC I Regular Interests; Acceptance of REMIC II
by Trustee............................................................ 131
SECTION 2.10. Execution, Authentication and Delivery of Class R-II Certificates;
Creation of REMIC II Regular Interests................................ 131
SECTION 2.11. Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
Trustee............................................................... 131
SECTION 2.12. Execution, Authentication and Delivery of REMIC III Certificates......... 132
SECTION 2.13. Acceptance of Loss of Value Reserve Fund by Trustee...................... 132

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01. Administration of the Mortgage Loans..................................... 133

-i-

SECTION 3.02. Collection of Mortgage Loan Payments..................................... 136
SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
Reserve Accounts...................................................... 139
SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account, Collection Account,
Interest Reserve Account, Excess Liquidation Proceeds Account, Loss of
Value Reserve Fund, Class A-2FL Floating Rate Account and Class A-2FL
Swap Collateral Accounts.............................................. 141
SECTION 3.05. Permitted Withdrawals From the Pool Custodial Account, the Collection
Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account...................................................... 151
SECTION 3.06. Investment of Funds in the Collection Account, the Servicing Accounts,
the Reserve Accounts, the Defeasance Deposit Account, the Custodial
Accounts, the REO Accounts, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and the Class A-2FL Floating
Rate Account.......................................................... 169
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and Fidelity
Coverage; Environmental Insurance..................................... 171
SECTION 3.08. Enforcement of Alienation Clauses........................................ 176
SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal
Reduction Calculation................................................. 182
SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage Files............ 187
SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain Matters Regarding
Servicing Advances.................................................... 189
SECTION 3.12. Property Inspections; Collection of Financial Statements; Delivery of
Certain Reports....................................................... 197
SECTION 3.13. Annual Statement as to Compliance........................................ 202
SECTION 3.14. Reports on Assessment of Compliance with Servicing Criteria; Registered
Public Accounting Firm Attestation Reports............................ 204
SECTION 3.15. Access to Certain Information............................................ 208
SECTION 3.16. Title to REO Property; REO Accounts...................................... 209
SECTION 3.17. Management of REO Property............................................... 211
SECTION 3.18. Sale of Trust Mortgage Loans and Administered REO Properties............. 214
SECTION 3.19. Additional Obligations of the Master Servicer and Special Servicer;
Obligations to Notify Ground Lessors and Hospitality Franchisors; the
Special Servicer's Right to Request the Master Servicer to Make
Servicing Advance..................................................... 219
SECTION 3.20. Modifications, Waivers, Amendments and Consents; Defeasance.............. 223
SECTION 3.21. Transfer of Servicing Between Master Servicer and Special Servicer;
Record Keeping........................................................ 233
SECTION 3.22. Sub-Servicing Agreements................................................. 234
SECTION 3.23. Representations and Warranties of the Master Servicer.................... 238
SECTION 3.24. Representations and Warranties of the Special Servicer................... 239
SECTION 3.25. Certain Matters Regarding Mezzanine Debt................................. 241
SECTION 3.26. Application of Default Charges........................................... 242
SECTION 3.27. Certain Matters Regarding Loan Combinations.............................. 246
SECTION 3.28. Deliveries in Connection with Securitization of a Serviced Non-Trust
Mortgage Loan......................................................... 251

-ii-

SECTION 3.29. The Class A-2FL Swap Agreement........................................... 252

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01. Distributions............................................................ 255
SECTION 4.02. Statements to Certificateholders and Others.............................. 265
SECTION 4.03. P&I Advances With Respect to the Mortgage Pool........................... 273
SECTION 4.04. Allocations of Realized Losses and Additional Trust Fund Expenses........ 280
SECTION 4.05. Various Reinstatement Amounts............................................ 281
SECTION 4.06. Calculations............................................................. 283

ARTICLE V

THE CERTIFICATES

SECTION 5.01. The Certificates......................................................... 284
SECTION 5.02. Registration of Transfer and Exchange of Certificates.................... 284
SECTION 5.03. Book-Entry Certificates.................................................. 293
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates........................ 295
SECTION 5.05. Persons Deemed Owners.................................................... 295

ARTICLE VI

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

SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer............. 296
SECTION 6.02. Continued Qualification and Compliance of Master Servicer; Merger,
Consolidation or Conversion of Depositor, Master Servicer or Special
Servicer.............................................................. 296
SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and Special
Servicer.............................................................. 297
SECTION 6.04. Resignation of Master Servicer and the Special Servicer.................. 298
SECTION 6.05. Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
Noteholders in Respect of the Master Servicer and the
Special Servicer...................................................... 299
SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate
with Trustee.......................................................... 299
SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
Master Servicer....................................................... 299
SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
Special Servicer...................................................... 300
SECTION 6.09. Designation of Special Servicer and Controlling Class Representative;
Replacement of Special Servicer by the Controlling Class and Others... 300
SECTION 6.10. Master Servicer or Special Servicer as Owner of a Certificate............ 304
SECTION 6.11. Certain Powers of the Controlling Class Representative................... 304

-iii-

ARTICLE VII

DEFAULT

SECTION 7.01. Events of Default and Outside Servicer Defaults.......................... 309
SECTION 7.02. Trustee to Act; Appointment of Successor................................. 318
SECTION 7.03. Notification to Certificateholders and Others............................ 319
SECTION 7.04. Waiver of Events of Default and Outside Servicer Defaults................ 319
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default or Outside
Servicer Default...................................................... 320

ARTICLE VIII

CONCERNING THE TRUSTEE

SECTION 8.01. Duties of Trustee........................................................ 321
SECTION 8.02. Certain Matters Affecting Trustee........................................ 322
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans........................................ 323
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates............................ 324
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by Trustee.......... 324
SECTION 8.06. Eligibility Requirements for Trustee..................................... 325
SECTION 8.07. Resignation and Removal of Trustee....................................... 326
SECTION 8.08. Successor Trustee........................................................ 327
SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent...................... 328
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee............................ 328
SECTION 8.11. Appointment of Custodians................................................ 329
SECTION 8.12. Appointment of Authenticating Agents..................................... 330
SECTION 8.13. Appointment of Tax Administrators........................................ 331
SECTION 8.14. Access to Certain Information............................................ 331
SECTION 8.15. Reports to the Securities and Exchange Commission and Related Reports.... 333
SECTION 8.16. Representations and Warranties of Trustee................................ 346
SECTION 8.17. Appointment of a Fiscal Agent............................................ 347
SECTION 8.18. Representations and Warranties of Fiscal Agent........................... 348

ARTICLE IX

TERMINATION

SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans... 350
SECTION 9.02. Additional Termination Requirements...................................... 353
SECTION 9.03. Outside Administered REO Properties...................................... 354

-iv-





                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS


SECTION 10.01.   REMIC Administration.....................................................    355
SECTION 10.02.   Grantor Trust Administration.............................................    358

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment................................................................    361
SECTION 11.02.   Recordation of Agreement; Counterparts...................................    363
SECTION 11.03.   Limitation on Rights of Certificateholders...............................    363
SECTION 11.04.   Governing Law; Consent to Jurisdiction...................................    364
SECTION 11.05.   Notices..................................................................    365
SECTION 11.06.   Severability of Provisions...............................................    365
SECTION 11.07.   Grant of a Security Interest.............................................    366
SECTION 11.08.   Streit Act...............................................................    366
SECTION 11.09.   Successors and Assigns; Beneficiaries....................................    367
SECTION 11.10.   Article and Section Headings.............................................    367
SECTION 11.11.   Notices to Rating Agencies...............................................    367
SECTION 11.12.   Complete Agreement.......................................................    369



                                       -v-




                             SCHEDULES AND EXHIBITS

Schedule No.   Schedule Description
------------   -----------------------------------------------------------------
      I        Trust Mortgage Loan Schedule
     II        Representations and Warranties of the Depositor
     III       Exceptions to the Representations and Warranties of the Depositor
     IV        Schedule of Environmentally Insured Mortgage Loans
      V        Schedule of Initial Deposit Mortgage Loans
     VI        Schedule of Mortgage Loans Secured by a Hospitality Property
     VII       Schedule of Early Defeasance Mortgage Loans
    VIII       Schedule of Additional Mortgage Loan Origination Documents
     IX        Schedule of Additional Section 2.03 Documents
      X        Schedule of Class A-AB Planned Principal Balances
     XI        Schedule of Significant Obligor Financial Statement Recipients
     XII       Schedule of Earnout Trust Mortgage Loans
    XIII       Schedule of Serviced Combination Trust Mortgage Loans
     XIV       Schedule of Outside Serviced Combination Trust Mortgage Loans
     XV        Schedule of Mezzanine-Related Trust Mortgage Loans
     XVI       Significant Obligor Tracking Sheet



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

     A-1       Form of Class [A-1] [A-AB] [A-2] [A-M] [A-J] Certificate
     A-2       Form of Class X Certificate
     A-3       Form of Class A-2FL Certificate
     A-4       Form of Class [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] Certificate
     A-5       Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
     A-6       Form of Class V Certificate
      B        Form of Distribution Date Statement
      C        Form of Custodial Certification
     D-1       Form of Master Servicer Request for Release
     D-2       Form of Special Servicer Request for Release
      E        Form of Loan Payoff Notification Report
     F-1       Form of Transferor Certificate for Transfers of Definitive Non-Registered Certificates
    F-2A       Form I of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
    F-2B       Form II of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
    F-2C       Form of Transferee Certificate for Transfers of Interests in Rule 144A Global Certificates
    F-2D       Form of Transferee Certificate for Transfers of Interests in Regulation S Global Certificates
     G-1       Form I of Transferee Certificate in Connection with ERISA (Definitive Non-Registered Certificates)
     G-2       Form II of Transferee Certificate in Connection with ERISA (Book-Entry Non-Registered Certificates)
     H-1       Form of Transfer Affidavit and Agreement regarding Residual Interest Certificates
     H-2       Form of Transferor Certificate regarding Residual Interest Certificates
     I-1       Form of Notice and Acknowledgment
     I-2       Form of Acknowledgment of Proposed Special Servicer
      J        Form of UCC-1 Financing Statement Schedule



                                      -vi-






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

     K-1       Sub-Servicers in respect of which Sub-Servicing Agreements are in effect or being negotiated as of the Closing Date
     K-2       Form of Sub-Servicing Function Participant and Additional Item 1123 Certification
     L-1       Form of Information Request/Investor Certification for Website Access from Certificate [Holder] [Owner]
     L-2       Form of Information Request/Investor Certification for Website Access from Prospective Investor
      M        Form of Defeasance Certification
      N        Form of Seller/Depositor Notification
      O        Form of Controlling Class Representative Confirmation
      P        Form of Trustee Backup Certification
     Q-1       Form of Master Servicer Backup Certification to the Depositor
     Q-2       Form of Master Servicer Backup Certification to the Other Depositor
     R-1       Form of Special Servicer Backup Certification to the Depositor
     R-2       Form of Special Servicer Backup Certification to Other Depositor/Outside Master Servicer
      S        Form of Outside Servicer/Outside Trustee Notice
      T        Relevant Servicing Criteria Matrix
      U        Form of Exchange Act Reportable Event Notification
      V        Form of Master Servicer Certification
      W        Tenants-In-Common Fee Schedule
      X        Form of Chevy Chase Financial Information Request Letter



                                      -vii-




          This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of April 11, 2008, among STRUCTURED ASSET SECURITIES CORPORATION
II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer, and LASALLE BANK NATIONAL
ASSOCIATION, as Trustee.

                             PRELIMINARY STATEMENT:

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

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

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




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

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

                           REMIC II REGULAR INTERESTS

              Initial Uncertificated        Corresponding Class of
Designation      Principal Balance      Principal Balance Certificates
-----------   -----------------------   ------------------------------
    A-1           $ 47,990,000.00                        A-1
    A-AB          $ 50,023,000.00                        A-AB
    A-2           $506,964,000.00                        A-2
   A-2FL          $100,000,000.00                       A-2FL
    A-M           $100,711,000.00                        A-M
    A-J           $ 69,239,000.00                        A-J
     B            $ 13,848,000.00                         B
     C            $ 11,330,000.00                         C
     D            $  7,553,000.00                         D
     E            $  8,813,000.00                         E
     F            $  7,553,000.00                         F
     G            $ 11,330,000.00                         G
     H            $ 11,330,000.00                         H
     J            $ 12,589,000.00                         J
     K            $  8,812,000.00                         K
     L            $  8,812,000.00                         L
     M            $  5,036,000.00                         M
     N            $  2,518,000.00                         N
     P            $  1,258,000.00                         P
     Q            $  2,518,000.00                         Q
     S            $  2,518,000.00                         S
     T            $ 16,366,098.00                         T


                                       -2-




          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III". The Class R-III Certificates will evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. For federal income tax purposes, each Class of the
Regular Interest Certificates (exclusive of the Class X Certificates), each
Class X REMIC III Component and the Class A-2FL REMIC III Regular Interest will
be designated as a separate "regular interest" in REMIC III. The Legal Final
Distribution Date for each Class of Regular Interest Certificates (exclusive of
the Class X Certificates), for each Class X REMIC III Component and for the
Class A-2FL REMIC III Regular Interest is the latest Rated Final Distribution
Date. Each Class of Regular Interest Certificates, each Class X REMIC III
Component and the Class A-2FL REMIC III Regular Interest will accrue interest at
the per annum rate described in the definition of "Pass-Through Rate." The
following table sets forth the designation and original Class Principal Balance
for each Class of the Regular Interest Certificates and the Class A-2FL REMIC
III Regular Interest.

                          REGULAR INTEREST CERTIFICATES

               Original Class
Designation   Principal Balance
-----------   -----------------
    A-1        $ 47,990,000.00
   A-AB        $ 50,023,000.00
    A-2        $506,964,000.00
 A-2FL(1)      $100,000,000.00
    A-M        $100,711,000.00
    A-J        $ 69,239,000.00
     B         $ 13,848,000.00
     C         $ 11,330,000.00
     D         $  7,553,000.00
     E         $  8,813,000.00
     F         $  7,553,000.00
     G         $ 11,330,000.00
     H         $ 11,330,000.00
     J         $ 12,589,000.00
     K         $  8,812,000.00
     L         $  8,812,000.00
     M         $  5,036,000.00
     N         $  2,518,000.00
     P         $  1,258,000.00
     Q         $  2,518,000.00
     S         $  2,518,000.00
     T         $ 16,366,098.00
     X               (2)

----------
(1)  Refers to the Class A-2FL REMIC III Regular Interest and not to the Class
     A-2FL Certificates.

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

                                       -3-




          The portion of the Trust Fund consisting of (i) the Class A-2FL REMIC
III Regular Interest (and distributions thereon), the Class A-2FL Swap Agreement
(and payments by the Class A-2FL Swap Counterparty thereunder) and the Class
A-2FL Floating Rate Account and (ii) amounts held from time to time in the Class
A-2FL Floating Rate Account that represent distributions on the Class A-2FL
REMIC III Regular Interest and payments by the Class A-2FL Swap Counterparty
under the Class A-2FL Swap Agreement, shall be treated as a grantor trust for
federal income tax purposes and shall be designated as "Grantor Trust A-2FL." As
provided herein, the Trustee shall take all actions required hereunder to ensure
that Grantor Trust A-2FL maintains its status as a grantor trust under federal
income tax law. The Class A-2FL Certificates shall represent undivided
beneficial interests in Grantor Trust A-2FL, as described herein.

          The Class V Certificates (if issued in accordance with Section 2.05)
will represent the entire beneficial ownership of the Class V Grantor Trust
Assets. Notwithstanding the foregoing, however, if the Trust Fund does not
include ARD Trust Mortgage Loans, then there will be no Grantor Trust V, the
Class V Certificates will not be issued and the provisions of Section 2.05(b)
will apply.

          The Initial Pool Balance will be $1,007,111,098.04.

          The Trust Fund will include one or more Trust Mortgage Loans (each, a
"Combination Trust Mortgage Loan") that are, in each such case, together with
one (1) or more other mortgage loans that will not be part of the Trust Fund
(each such other mortgage loan, a "Non-Trust Mortgage Loan"), secured on a
collective basis by the same Mortgage(s) encumbering the related Mortgaged
Property or group of Mortgaged Properties. The Combination Trust Mortgage Loan
and related Non-Trust Mortgage Loan(s) that are secured by the same Mortgage(s)
on a particular Mortgaged Property or group of Mortgaged Properties will,
together, constitute a "Loan Combination" (which term shall include any pair or
group of successor REO Mortgage Loans with respect to those two (2) or more
mortgage loans or any other corresponding mortgage loans deemed to exist with
respect to a related REO Property). Each Trust Mortgage Loan and Non-Trust
Mortgage Loan comprising a Loan Combination is evidenced by a separate Mortgage
Note. The relative rights of the respective lenders in respect of each Loan
Combination are set forth in a related co-lender agreement or intercreditor
agreement (each such co-lender agreement or intercreditor agreement, as amended,
restated, supplemented or otherwise modified from time to time, a "Co-Lender
Agreement"), between the holder of the Mortgage Note for the Combination Trust
Mortgage Loan included in such Loan Combination and the holder(s) of the
Mortgage Note(s) for the Non-Trust Mortgage Loan(s) included in such Loan
Combination. As and to the extent provided in the related Co-Lender Agreement
and the related loan documents, a Non-Trust Mortgage Loan may, under various
material default scenarios, be senior in right of payment to the related
Combination Trust Mortgage Loan (any such Non-Trust Mortgage Loan, a "Senior
Non-Trust Mortgage Loan"), be pari passu in right of payment with the related
Combination Trust Mortgage Loan (any such Non-Trust Mortgage Loan, a "Pari Passu
Non-Trust Mortgage Loan"), be subordinate in right of payment to the related
Combination Trust Mortgage Loan (any such


                                       -4-




Non-Trust Mortgage Loan, a "Subordinate Non-Trust Mortgage Loan") or reflect
some combination of those payment characteristics.

          Some or all of the Combination Trust Mortgage Loans (each, a "Serviced
Combination Trust Mortgage Loan") may be serviced and administered in accordance
with (and, accordingly, most material servicing functions with respect to the
related Non-Trust Mortgage Loans and any related REO Property will be performed
pursuant to) this Agreement, in which case the Loan Combination that includes
such Serviced Combination Trust Mortgage Loan will constitute a "Serviced Loan
Combination". Schedule XIII attached hereto identifies each Serviced Combination
Trust Mortgage Loan, if any, that will be included in the Trust Fund by name of
the related Mortgaged Property or group of related Mortgaged Properties, the
Cut-off Date Balance of such Serviced Combination Trust Mortgage Loan, the
original principal balance of each Non-Trust Mortgage Loan included in the
applicable Serviced Loan Combination and the holder (as of the Closing Date) of
the Mortgage Note for each Non-Trust Mortgage Loan included in the applicable
Serviced Loan Combination. If Schedule XIII attached hereto does not identify
any Trust Mortgage Loans, then the Trust Fund will not include any Serviced
Combination Trust Mortgage Loans and the provisions of Section 3.27(p) will
apply.

          The Trust Fund may also include one (1) or more Combination Trust
Mortgage Loans (each, an "Outside Serviced Trust Mortgage Loan") that will, in
each such case, be part of a Loan Combination (an "Outside Serviced Loan
Combination") as to which most material servicing functions with respect thereto
and any related REO Property will be performed pursuant to an Outside Servicing
Agreement. Schedule XIV attached hereto identifies, among other things, each
Outside Serviced Trust Mortgage Loan, if any, that will be included in the Trust
Fund by name of the related Mortgaged Property or group of Mortgaged Properties,
the Cut-off Date Balance of such Outside Serviced Trust Mortgage Loan, the
original principal balance of each Non-Trust Mortgage Loan included in the
applicable Outside Serviced Loan Combination and the holder (as of the Closing
Date) of the Mortgage Note for each Non-Trust Mortgage Loan included in the
applicable Outside Serviced Loan Combination. If Schedule XIV attached hereto
does not identify any Trust Mortgage Loans, then the Trust Fund will not include
any Outside Serviced Trust Mortgage Loans and the provisions of Section 3.27(q)
will apply.

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

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


                                       -5-




                                    ARTICLE I

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

          SECTION 1.01. Defined Terms.

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

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

          "Acceptable Insurance Default" shall mean, with respect to any
Serviced Mortgage Loan, any default under the related loan documents resulting
from (a) the exclusion of acts of terrorism from coverage under the related all
risk casualty insurance policy maintained on the subject Mortgaged Property and
(b) the related Mortgagor's failure to obtain insurance that specifically covers
acts of terrorism, but only if the Master Servicer (with respect to Performing
Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans) has determined, in its reasonable judgment (subject to
Section 3.27 and/or Section 6.11, in each case if and as applicable), that (i)
such insurance is not available at commercially reasonable rates and the subject
hazards are not commonly insured against at the time for real properties similar
to the subject Mortgaged Property and located in and around the region in which
the subject Mortgaged Property is located, or (ii) such insurance is not
available at any rate. Subject to the Servicing Standard, in making any of the
determinations under and in accordance with subclause (i) or (ii) of this
definition, the Master Servicer or the Special Servicer, as applicable, shall be
entitled to reasonably rely on the opinion of an insurance consultant.

          "Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates or the
Class A-2FL REMIC III Regular Interest, as applicable, the amount of which
interest shall equal: (a) in the case of a Class of Principal Balance
Certificates or the Class A-2FL REMIC III Regular Interest, for any Interest
Accrual Period, one-twelfth of the product of (i) the annual Pass-Through Rate
applicable to such Class of Certificates or the Class A-2FL REMIC III Regular
Interest, as the case may be, for such Interest Accrual Period, multiplied by
(ii) the Class Principal Balance of such Class of Certificates or the Class
A-2FL REMIC III Regular Interest, as the case may be, outstanding immediately
prior to the related Distribution Date; and (b) in the case of the Class X
Certificates, for any Interest Accrual Period, the aggregate amount of Accrued
Component Interest with respect to all of the Class X REMIC III Components for
such Interest Accrual Period. The Regular Interest Certificates and the Class
A-2FL REMIC III Regular Interest shall accrue interest on a 30/360 Basis.

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


                                       -6-




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

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

          "Actual/360 Equivalent of the Related Outside Servicing Fee Rate"
shall mean, in the case of an Outside Servicing Fee that is calculated on a
30/360 Basis, for any Interest Accrual Period, a rate per annum equal to the
product of (a) the applicable Outside Servicing Fee Rate, multiplied by (b) a
fraction, expressed as a percentage, the numerator of which is 30 and the
denominator of which is the number of days in such Interest Accrual Period.

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

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

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

          "Additional Item 1123 Servicer" shall mean any Additional Servicer
that meets any of the criteria in Item 1108(a)(2)(i) through (iii) of Regulation
AB with respect to the Subject Securitization Transaction.

          "Additional Servicer" shall mean any Servicer, other than the Master
Servicer, the Special Servicer and the Trustee.

          "Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset therein; (ii) is
not paid by or on behalf of any Mortgagor and is not covered by a
nonreimbursable payment by any party hereto; (iii) is not otherwise included in
the calculation of a Realized Loss in respect of any particular Trust Mortgage
Loan or REO Trust Mortgage Loan; and (iv) would result or has resulted, as the
case may be, in the Holders of Regular Interest Certificates or Grantor Trust
A-2FL with respect to the Class A-2FL REMIC III Regular Interest


                                       -7-




receiving less than the full amount of principal and/or Distributable
Certificate Interest to which they are entitled on any Distribution Date.

          "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect
to any Loan REMIC Regular Interest or REMIC I Regular Interest that relates to
an Interest Reserve Mortgage Loan or an Interest Reserve REO Mortgage Loan, for
any Interest Accrual Period, an amount of interest equal to the product of (a)
the Mortgage Rate for the related Interest Reserve Mortgage Loan in effect as of
the Closing Date (without regard to any modifications, extensions, waivers or
amendments of the related Trust Mortgage Loan subsequent to the Closing Date,
and if such related Interest Reserve Mortgage Loan is an Outside Serviced Trust
Mortgage Loan, reduced either by the related Outside Servicing Fee Rate, if the
related Outside Servicing Fee is calculated on an Actual/360 Basis, or by the
Actual/360 Equivalent of the Related Outside Servicing Fee Rate, if the related
Outside Servicing Fee is calculated on a 30/360 Basis, and if such related
Interest Reserve Mortgage Loan is the Exchange South Trust Mortgage Loan,
increased by 34 basis points from and after January 11, 2010), multiplied by (b)
a fraction, the numerator of which is the number of days in such Interest
Accrual Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such Loan REMIC Regular Interest or REMIC I
Regular Interest, as the case may be, immediately prior to the Distribution Date
that corresponds to such Interest Accrual Period; provided that, if the subject
Interest Accrual Period ends during (x) the calendar month of January (except in
a leap year) or (y) the calendar month of February, then the amount of interest
calculated with respect to any particular Loan REMIC Regular Interest or REMIC I
Regular Interest pursuant to this definition for such Interest Accrual Period
without regard to this proviso shall be decreased by the Interest Reserve
Amount, if any, with respect to the related Interest Reserve Mortgage Loan or
Interest Reserve REO Mortgage Loan, as the case may be, transferred (in
accordance with Section 3.04(c)) from the Collection Account to the Interest
Reserve Account in the calendar month in which such Interest Accrual Period
ends; and provided, further, that, if the subject Interest Accrual Period ends
during the calendar month of March, then the amount calculated with respect to
any particular Loan REMIC Regular Interest or REMIC I Regular Interest pursuant
to this definition for such Interest Accrual Period without regard to this
proviso shall be increased by the Interest Reserve Amount(s), if any, with
respect to the related Interest Reserve Mortgage Loan or Interest Reserve REO
Mortgage Loan, as the case may be, transferred (in accordance with Section
3.05(c)) from the Interest Reserve Account to the Collection Account in the
calendar month in which such Interest Accrual Period ends.

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

          "Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest (other than the Class A-2FL REMIC II Regular
Interest), for any Interest Accrual Period, an annual rate equal to the annual
Pass-Through Rate in effect during such Interest Accrual Period for the
Corresponding Class of Principal Balance Certificates with respect to such REMIC
II Regular Interest; and (b) with respect to the Class A-2FL REMIC II Regular
Interest, for any Interest Accrual Period, an annual rate equal to the annual
Pass-Through Rate in effect during such Interest Accrual Period for the Class
A-2FL REMIC III Regular Interest.


                                       -8-




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

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

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

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

          "Adverse Rating Event" shall mean, with respect to any Class of
Certificates or any class of Specially Designated Non-Trust Mortgage Loan
Securities, as of any date of determination, the qualification, downgrade or
withdrawal of any rating then assigned to such Class of Certificates by any
Rating Agency or to such class of Specially Designated Non-Trust Mortgage Loan
Securities by any Other Rating Agency, as the case may be.

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

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

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

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

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

          "Annual Statement of Compliance" shall have the meaning assigned
thereto in Section 3.13.


                                       -9-




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

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


                                      -10-




Serviced Senior/Subordinate Loan Combination, then such Reserve Collateral shall
offset or be taken into account in the calculation of any such Appraisal
Reduction Amount as and to the extent contemplated by the related Co-Lender
Agreement. For purposes of this definition, each Required Appraisal Loan that is
part of a Cross-Collateralized Group shall be treated separately for the
purposes of calculating any Appraisal Reduction Amount.

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

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

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

          "Appraised Value" shall mean, with respect to each Mortgaged Property
or REO Property, the appraised value thereof based upon the most recent
appraisal or update thereof prepared by an Independent Appraiser that is
contained in the related Servicing File.

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

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


                                      -11-




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

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

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

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

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

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


                                      -12-




     and (vi) to the extent not included in the amount described in clause
     (a)(i) of this definition, if such Distribution Date occurs during the
     calendar month of March, the aggregate of the Interest Reserve Amounts, if
     any, transferred from the Interest Reserve Account to the Collection
     Account in respect of the Interest Reserve Mortgage Loans and any Interest
     Reserve REO Mortgage Loans for distribution on such Distribution Date; net
     of

          (b) the portion of the aggregate amount described in clause (a) of
     this definition that represents one or more of the following--(i) scheduled
     Monthly Payments that are due on a Due Date following the end of the
     related Collection Period (or, in the case of a scheduled Monthly Payment
     that is due on a Due Date in the same month as such Distribution Date but
     subsequent to the end of the related Collection Period, following the end
     of the calendar month in which such Distribution Date occurs), (ii) any
     amounts payable or reimbursable to any Person from the Collection Account
     pursuant to clauses (ii) through (v) and (viii) of Section 3.05(b), (iii)
     Prepayment Consideration and/or Additional Interest, (iv) if such
     Distribution Date occurs during the calendar month of January (except in a
     leap year) or during the calendar month of February, the Interest Reserve
     Amounts with respect to the Interest Reserve Mortgage Loans and any
     Interest Reserve REO Mortgage Loans to be withdrawn from the Collection
     Account and deposited into the Interest Reserve Account in respect of such
     Distribution Date and held for future distribution, all pursuant to Section
     3.04(c), and (v) amounts deposited in the Collection Account in error;

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

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

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

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

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


                                      -13-




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

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

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

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

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

          "Cash-Based Permitted Purchase" shall mean any Permitted Purchase
other than in connection with the exchange of all the Certificates for all the
Trust Mortgage Loans and REO Properties pursuant to Section 9.01.

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

          "Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series 2008-C1, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

          "Certificate Factor" shall mean, with respect to any Class of Regular
Interest Certificates, the Class A-2FL Certificates or the Class A-2FL REMIC III
Regular Interest, as of any date of determination, a fraction, expressed as a
decimal carried to six places, the numerator of which is the then current Class
Principal Balance or Class Notional Amount, as the case may be, of such Class of
Certificates or the Class A-2FL REMIC III Regular Interest, as the case may be,
and the denominator of which is the Original Class Principal Balance or Original
Class Notional Amount, as the case may be, of such Class of Certificates or the
Class A-2FL REMIC III Regular Interest, as the case may be.

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

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

          "Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the then
outstanding principal balance of such Certificate


                                      -14-




equal to the product of (a) the then Certificate Factor for the Class of
Principal Balance Certificates to which such Certificate belongs, multiplied by
(b) the amount specified on the face of such Certificate as the initial
Certificate Principal Balance thereof.

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

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

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

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

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

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

          "Chevy Chase Center Guarantor" shall mean The Chevy Chase Land Company
of Montgomery County Maryland.

          "Chevy Chase Center IDOT" shall mean that certain Indemnity Deed of
Trust, Assignment of Leases and Rent, Security Agreement and Fixture Filing
Statement, dated as of June 23,


                                      -15-




2004, by The Chevy Chase Land Company of Montgomery County Maryland, as grantor,
to Margaret A. Waters and Patricia I. Dubois, as trustees, for the benefit of
Teachers Insurance and Annuity Association of America, as co-lender, and Bank of
America, N.A., as co-lender.

          "Chevy Chase Center IDOT Guaranty Agreement" shall mean that certain
IDOT Guaranty Agreement, dated as of June 23, 2004, by The Chevy Chase Land
Company of Montgomery County, Maryland, in favor of Teachers Insurance and
Annuity Association of America and Bank of America, N.A.

          "Chevy Chase Center Trust Mortgage Loan" shall mean the Trust Mortgage
Loan secured by the Chevy Chase Mortgaged Property.

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

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

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

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

          "Class A-2FL Additional Floating Rate I Swap Payment" shall mean, with
respect to any Distribution Date and the Class A-2FL Swap Payment Date to which
it relates based on the confirmation under the Class A-2FL Swap Agreement, the
"Additional Floating Amount I" within the meaning of the confirmation under the
Class A-2FL Swap Agreement.

          "Class A-2FL Available Funds" shall mean, with respect to any
Distribution Date, an amount equal to (a) the sum of (i) the total amount of all
principal and/or interest distributions, as well as all distributions of Yield
Maintenance Charges and Prepayment Premiums, made on or in respect of the Class
A-2FL REMIC III Regular Interest with respect to such Distribution Date and (ii)
the amounts, if any, received from the Class A-2FL Swap Counterparty pursuant to
the Class A-2FL Swap Agreement for such Distribution Date, less (b) any Class
A-2FL Net Floating Rate I Swap Payment, Class A-2FL Additional Floating Rate I
Swap Payment and Class A-2FL Floating Rate I Payer Shortfall Reimbursement
Payment required to be paid to the Class A-2FL Swap Counterparty pursuant to the
Class A-2FL Swap Agreement, consistent with Section 3.29, for such Distribution
Date.


                                      -16-




          "Class A-2FL Certificate" shall mean any one of the Certificates with
a "Class A-2FL" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing an undivided beneficial interest
in Grantor Trust A-2FL.

          "Class A-2FL Distribution Conversion" shall mean, with respect to any
Distribution Date, (i) immediately upon and during the continuation of a Class
A-2FL Swap Default, or (ii) immediately upon and following the termination of
the Class A-2FL Swap Agreement until any replacement agreement in accordance
with the terms hereof is entered into, the conversion of distributions to the
Class A-2FL Certificates from distributions based, in part, on floating interest
payments from the Class A-2FL Swap Counterparty under the Class A-2FL Swap
Agreement to distributions based solely on distributions in respect of the Class
A-2FL REMIC III Regular Interest, as specified in Section 4.01.

          "Class A-2FL Floating Rate I Payer Shortfall Reimbursement Payment"
shall mean, with respect to any Distribution Date and the Class A-2FL Swap
Payment Date to which it relates based on the confirmation under the Class A-2FL
Swap Agreement, the "Floating Rate I Payer Shortfall Reimbursement Amount"
within the meaning of the confirmation under the Class A-2FL Swap Agreement.

          "Class A-2FL Floating Rate I Swap Payment" shall mean, with respect to
any Distribution Date and the Class A-2FL Swap Payment Date to which it relates
based on the confirmation under the Class A-2FL Swap Agreement, the "Regular
Floating Amount I" within the meaning of the confirmation under the Class A-2FL
Swap Agreement.

          "Class A-2FL Floating Rate Account" shall mean a segregated custodial
account or accounts or sub-account of the Collection Account created and
maintained by the Trustee, pursuant to Section 3.04(f), in trust for the Class
A-2FL Certificateholders and the Class A-2FL Swap Counterparty, as their
interests may appear, which shall be entitled "[NAME OF TRUSTEE], as Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage Trust 2008-C1,
Class A-2FL Commercial Mortgage Pass-Through Certificates, Series 2008-C1, and
Class A-2FL Swap Counterparty, as their interests may appear, Class A-2FL
Floating Rate Account". Any such account or sub-account shall be an Eligible
Account or a sub-account of an Eligible Account.

          "Class A-2FL Floating Rate II Swap Payment" shall mean, with respect
to any Distribution Date and the Class A-2FL Swap Payment Date to which it
relates based on the confirmation under the Class A-2FL Swap Agreement, the
"Floating Amount II" within the meaning of the confirmation under the Class
A-2FL Swap Agreement.

          "Class A-2FL Grantor Trust Assets" shall mean the assets of Grantor
Trust A-2FL.

          "Class A-2FL Interest Distribution Amount" shall mean, with respect to
any Distribution Date, an amount equal to (a) the sum of (i) all Distributable
Certificate Interest paid with respect to the Class A-2FL REMIC III Regular
Interest on such Distribution Date, (ii) any Class A-2FL Net Floating Rate II
Swap Payment received from the Class A-2FL Swap Counterparty for distribution on
such Distribution Date and (iii) if the Class A-2FL Swap Agreement is terminated
and a replacement Class A-2FL Swap Agreement is not obtained, any Class A-2FL
Swap Termination Fees collected during the related Collection Period, less (b)
any Class A-2FL Net Floating Rate I Swap Payment and/or Class A-2FL


                                      -17-




Floating Rate I Payer Shortfall Reimbursement Payment made to the Class A-2FL
Swap Counterparty with respect to such Distribution Date.

          "Class A-2FL Net Floating Rate I Swap Payment" shall mean, with
respect to any Distribution Date, the excess, if any, of (i) the Class A-2FL
Floating Rate I Swap Payment for that Distribution Date over (ii) the Class
A-2FL Floating Rate II Swap Payment for that Distribution Date.

          "Class A-2FL Net Floating Rate II Swap Payment" shall mean, with
respect to any Distribution Date, the excess, if any of (i) the Class A-2FL
Floating Rate II Swap Payment for that Distribution Date over (ii) the Class
A-2FL Floating Rate I Swap Payment for that Distribution Date.

          "Class A-2FL Principal Distribution Amount" shall mean, with respect
to any Distribution Date, an amount equal to the aggregate of all principal
distributions, if any, allocated pursuant to Section 4.01(a) in respect of the
Class A-2FL REMIC III Regular Interest on such Distribution Date.

          "Class A-2FL REMIC II Regular Interest" shall mean the uncertificated
interest in REMIC II, designated as "Class A-2FL", constituting a "regular
interest" in REMIC II for purposes of the REMIC Provisions and having the
characteristics attributable thereto in this Agreement.

          "Class A-2FL REMIC III Regular Interest" shall mean the uncertificated
interest in REMIC III, designated as "Class A-2FL", constituting a "regular
interest" in REMIC III for purposes of the REMIC Provisions and having the
characteristics attributable thereto in this Agreement.

          "Class A-2FL Swap Agreement" shall mean the interest rate swap
agreement, dated as of April 29, 2008, by and between the Class A-2FL Swap
Counterparty and the Trustee, solely in its capacity as Grantor Trust Trustee,
on behalf of Grantor Trust A-2FL, and relating to the Class A-2FL REMIC III
Regular Interest, including any schedule, confirmations, credit support annex or
other credit support document relating thereto, or any replacement interest rate
swap agreement entered into by the Trustee in accordance with the terms of
Section 3.29.

          "Class A-2FL Swap Collateral Account" shall have the meaning set forth
in Section 3.04(h).

          "Class A-2FL Swap Counterparty" shall mean the swap provider under the
Class A-2FL Swap Agreement, which is initially Lehman Brothers Special Financing
Inc.

          "Class A-2FL Swap Credit Support Annex" shall mean the credit support
annex, dated as of April 29, 2008, between the Trustee on behalf of Grantor
Trust A-2FL and the Class A-2FL Swap Counterparty, which is annexed to and forms
part of the Class A-2FL Swap Agreement.

          "Class A-2FL Swap Custodian" shall have the meaning set forth in
Section 3.29.

          "Class A-2FL Swap Default" shall mean any failure on the part of the
Class A-2FL Swap Counterparty (that continues beyond any applicable grace period
under the Class A-2FL Swap Agreement) to (i) make a required payment under the
Class A-2FL Swap Agreement as and when due thereunder, or (ii) post collateral
or obtain a replacement swap counterparty or a guarantor of the Class A-2FL Swap
Counterparty's obligations, as and when required under the Class A-2FL Swap
Agreement.


                                      -18-




          "Class A-2FL Swap Payment Date" shall mean a "Floating Rate I Payer
Payment Date" or "Floating Rate II Payer Payment Date", as applicable, within
the meaning of the confirmation under the Class A-2FL Swap Agreement.

          "Class A-2FL Swap Termination Fees" shall mean any fees, costs or
expenses payable by the Class A-2FL Swap Counterparty to Grantor Trust A-2FL in
connection with a termination of the Class A-2FL Swap Agreement, as specified in
the Class A-2FL Swap Agreement.

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

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

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

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

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

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

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

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

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

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


                                      -19-




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

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

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

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

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

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

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

          "Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which the Class X Certificates accrue or are deemed to accrue
interest from time to time. As of any date of determination, the Class Notional
Amount of the Class X Certificates shall equal the then aggregate of the
Component Notional Amounts of all the Class X REMIC III Components.

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

          "Class Principal Balance" shall mean the aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates or
the Class A-2FL REMIC III Regular Interest. As of the Closing Date, the Class
Principal Balance of each Class of Principal Balance Certificates (exclusive of
the Class A-2FL Certificates) and the Class A-2FL REMIC III Regular Interest
shall equal the Original Class Principal Balance thereof. On each Distribution
Date, the Class Principal Balance of each Class of Principal Balance
Certificates (exclusive of the Class A-2FL Certificates) and the Class A-2FL
REMIC III Regular Interest shall be reduced by the amount of any distributions
of principal made thereon on such Distribution Date pursuant to Section 4.01 or
9.01, as applicable, and shall be further reduced (subject to Section 4.05) by
the amount of any Realized Losses and Additional Trust Fund Expenses deemed
allocated thereto on such Distribution Date pursuant to Section 4.04. On each
Distribution Date, the Class Principal Balance of each Class of Principal
Balance Certificates


                                      -20-




(exclusive of the Class A-2FL Certificates) and the Class A-2FL REMIC III
Regular Interest shall be increased by the related Class Principal Reinstatement
Amount, if any, for such Distribution Date. The Class Principal Balance of the
Class A-2FL Certificates shall at all times equal the Class Principal Balance of
the Class A-2FL REMIC III Regular Interest.

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

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

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

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

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

          "Class R-LR Certificate" shall mean, subject to Section 2.06(b), any
of the Certificates with a "Class R-LR" designation on the face thereof,
substantially in the form of Exhibit A-5 attached hereto, and evidencing a
portion of the sole class of "residual interests" in each Loan REMIC for
purposes of the REMIC Provisions.

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

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

          "Class V Certificate" shall mean, subject to Section 2.05(b), any of
the Certificates with a "Class V" designation on the face thereof, substantially
in the form of Exhibit A-6 attached hereto, and evidencing a pro rata undivided
interest in the Class V Grantor Trust Assets.

          "Class V Grantor Trust Assets" shall mean the assets of Grantor Trust
V.

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


                                      -21-




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

          "Class X REMIC III Component" shall mean any of the multiple separate
"regular interests" in REMIC III evidenced by the Class X Certificates, each of
which: (i) relates to its Corresponding REMIC II Regular Interest; (ii) has an
alphabetic or alphanumeric, as the case may be, designation of "X-" followed by
the alphabetic or alphanumeric, as the case may be, designation of its
Corresponding REMIC II Regular Interest; (iii) accrues interest at its
Pass-Through Rate in effect from time to time; and (iv) has a separate Component
Notional Amount on which such Class X REMIC III Component accrues interest from
time to time.

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

          "Closing Date" shall mean April 29, 2008.

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

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

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

          "CMSA Bond Level File" shall mean the monthly report (prepared by the
Trustee) substantially in the form of, and containing the information called for
in, the downloadable form of the "Bond Level File" available as of the Closing
Date on the CMSA Website, or such other form for the


                                      -22-




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

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

          "CMSA Comparative Financial Status Report" shall mean a report
(prepared by the Master Servicer) substantially in the form of, and containing
the information called for in, the downloadable form of the "Comparative
Financial Status Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally. In connection with preparing the CMSA Comparative Financial Status
Report, the Master Servicer shall process (a) interim financial statements
beginning with interim financial statements for the first fiscal quarter ending
on or after June 30, 2008, and (b) annual financial statements beginning with
annual financial statements for the first fiscal year ending on or after
December 31, 2008.

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

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

          "CMSA Historical Bond/Collateral Realized Loss Reconciliation
Template" shall mean a report (prepared by the Trustee) substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Bond/Collateral Realized Loss Reconciliation Template" available
as of the Closing Date on the CMSA Website, or such other form for the
presentation of such information and containing such additional information as
may from time to time be approved by the CMSA for commercial mortgage securities
transactions generally.

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

          "CMSA Historical Loan Modification and Corrected Mortgage Loan Report"
shall mean a report (prepared by the Master Servicer) substantially in the form
of, and containing the information


                                      -23-




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

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

          "CMSA Investor Reporting Package" shall mean, collectively:

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

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

          (c) the following six templates: (i) CMSA Appraisal Reduction
     Template, (ii) CMSA Servicer Realized Loss Template, (iii) CMSA
     Reconciliation of Funds Template, (iv) CMSA Historical Bond/Collateral
     Realized Loss Reconciliation Template, (v) CMSA Historical Liquidation Loss
     Template, and (vi) CMSA Interest Shortfall Reconciliation Template; and

          (d) such other files, reports or templates as the CMSA may approve
     from time to time as being part of the CMSA Investor Reporting Package for
     commercial mortgage securitization trusts generally and as are reasonably
     acceptable to the Master Servicer, Special Servicer or Trustee (whichever
     party is required to complete the subject file, report or template).

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

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


                                      -24-




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

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

          "CMSA Operating Statement Analysis Report" shall mean a report
(prepared by the Master Servicer, in the case of a Serviced Mortgage Loan, and
by the Special Servicer, in the case of an REO Mortgage Loan that relates to an
Administered REO Property) substantially in the form of, and containing the
information called for in, the downloadable form of the "Operating Statement
Analysis Report" available as of the Closing Date on the CMSA Website or in such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage-backed securities transactions generally.

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

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

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

          "CMSA Servicer Realized Loss Template" shall mean a report (prepared
by the Master Servicer, in the case of a Performing Serviced Mortgage Loan, and
by the Special Servicer, in the case of a Specially Serviced Mortgage Loan)
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Realized Loss Template" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.


                                      -25-




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

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

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

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

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

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

          "Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "[NAME OF TRUSTEE] as Trustee, in trust for the registered holders
of LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1".

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

          "Combination Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

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


                                      -26-




          "Component Notional Amount" shall mean the notional amount on which
any Class X REMIC III Component accrues interest, which, as of any date of
determination, is equal to the then current Uncertificated Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time to time.

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

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

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

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

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

          "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 135 South LaSalle
Street, Mailcode: IL4-135-16-25, Chicago, Illinois 60603, Attention: Global
Securities and Trust Services -- LB-UBS Commercial Mortgage Trust 2008-C1.

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

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


                                      -27-




          "Corresponding Class of Principal Balance Certificates" shall mean,
with respect to any REMIC II Regular Interest, the Class designated as such in
the Preliminary Statement hereto.

          "Corresponding REMIC II Regular Interest" shall mean: (a) with respect
to any Class of Principal Balance Certificates (other than the Class A-2FL
Certificates), each REMIC II Regular Interest that has an alphabetic or
alphanumeric, as applicable, designation that is the same as the alphabetic or
alphanumeric, as the case may be, designation for such Class of Principal
Balance Certificates; (b) with respect to any Class X REMIC III Component, the
REMIC II Regular Interest that has an alphabetic or alphanumeric, as applicable,
designation that, when preceded by "X-", is the same as the alphabetic or
alphanumeric, as the case may be, designation for such Class X REMIC III
Component; and (c) with respect to the Class A-2FL REMIC III Regular Interest,
the A-2FL REMIC II Regular Interest.

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

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

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

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

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

          "Cut-off Date" shall mean April 11, 2008.

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

          "CWCapital" shall mean CWCapital Asset Management LLC or its successor
in interest.


                                      -28-




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

          "Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), any
amounts collected thereon (other than late payment charges and Prepayment
Consideration) that represent penalty interest (arising out of a default) in
excess of (i) interest accrued on the principal balance of such Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), at the
related Mortgage Rate (net of any applicable Additional Interest Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after the related
Anticipated Repayment Date, any Additional Interest; and (b) with respect to any
Outside Serviced Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), any comparable penalty interest Received by the Trust
with respect thereto.

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

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

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

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

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

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

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

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

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

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

          "Depositor" shall mean SASCO II.


                                      -29-




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

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

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

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

          "Discount Rate" shall mean, with respect to any prepaid Trust Mortgage
Loan or REO Trust Mortgage Loan, for purposes of allocating any Prepayment
Consideration Received by the Trust with respect thereto among the respective
Classes of the YM Principal Balance Certificates and the Class A-2FL REMIC III
Regular Interest, a rate which, when compounded monthly, is equivalent to the
Yield Maintenance Treasury Rate, when compounded semi-annually.

          "Disqualified Non-United States Tax Person" shall mean, with respect
to any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulations section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulations section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance


                                      -30-




with the requirements of the Code and the regulations promulgated thereunder and
(y) such Transfer of such Residual Interest Certificate will not be disregarded
for United States federal income tax purposes.

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

          "Disqualified Partnership" shall mean any domestic entity classified
as a partnership under the Code if any of its beneficial owners are Disqualified
Non-United States Tax Persons or as to which the partnership agreement does not
prohibit transfers of partnership interests to Disqualified Non-United States
Tax Persons.

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

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


                                      -31-




fraction, the numerator of which is the amount of any Accrued Component Interest
in respect of such Class X REMIC III Component for the related Interest Accrual
Period, and the denominator of which is the amount of the Accrued Certificate
Interest in respect of the Class X Certificates for the related Interest Accrual
Period.

          "Distribution Date" shall mean the date each month, commencing in May
2008, on which, among other things, the Trustee is to make distributions on the
Certificates, which date shall be the fourth Business Day following the Trust
Determination Date in such calendar month.

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

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

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

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

          "Earnout Trust Mortgage Loan" shall mean the Trust Mortgage Loans
which have related earnout reserves or holdback reserves and that are identified
on Schedule XII hereto.

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

          "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, (A) the
long-term deposit or unsecured debt obligations of which are rated at least
"AA-" (or, if such depository institution or trust company has short-term
unsecured debt obligations rated at least "A-1" by S&P, at least "A-") by S&P,
at least "Aa3" by Moody's and, if applicable, at least the equivalent rating by
any Other Rating Agency (or, in the case of either Rating Agency or, if
applicable, any Other Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Certificates or, if
applicable, any class of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency or, if applicable, any Other Rating Agency,
as evidenced in writing by such Rating Agency or, if applicable, such Other
Rating Agency, but in no event shall any such rating be lower than "A-" by S&P,
"A2" by Moody's or the equivalent thereof by any Other Rating Agency) at any
time funds are on deposit therein (if such funds are to be held for more than 30
days), or (B) the short-term deposits of which are rated at least "A-1" by S&P,
at least "P-1" by Moody's and, if applicable, at least the equivalent rating by
any Other Rating Agency (or, in the case of either Rating Agency or, if
applicable, any Other Rating


                                      -32-




Agency, such lower rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates or, if applicable, any class of Specially
Designated Non-Trust Mortgage Loan Securities, that is rated by such Rating
Agency or, if applicable, such Other Rating Agency, as evidenced in writing by
such Rating Agency or, if applicable, such Other Rating Agency, but in no event
shall any such rating be lower than the equivalent of "A-" by S&P or "A2" by
Moody's) at any time funds are on deposit therein (if such funds are to be held
for 30 days or less); or (ii) a segregated trust account maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity (which may be the Trustee), which has a
combined capital and surplus of at least $50,000,000, has long-term deposit or
unsecured debt obligations that are rated at least investment grade by each
Rating Agency and, if applicable, by each Other Rating Agency, is subject to
supervision or examination by federal or state authority and, in the case of a
state chartered depository institution or trust company, is subject to
regulations regarding fiduciary funds on deposit therein substantially similar
to 12 CFR Section 9.10(b); or (iii) any other account, the use of which would
not, in and of itself, either (A) cause an Adverse Rating Event with respect to
any Class of Certificates or, if applicable, any class of Specially Designated
Non-Trust Mortgage Loan Securities that, in any event, is rated by either Rating
Agency or, if applicable, any Other Rating Agency, as evidenced in writing by
such Rating Agency or, if applicable, such Other Rating Agency or (B) be
inconsistent with the requirements of FASB 140 or any interpretations with
respect thereto applicable to such accounts; provided that the references to any
Other Rating Agency and to the ratings thereof in clauses (i), (ii), and (iii)
of this definition shall not apply unless the account in question relates solely
to a Serviced Loan Combination that includes one or more Specially Designated
Securitized Non-Trust Mortgage Loans or any successor REO Mortgage Loans with
respect thereto that back Specially Designated Non-Trust Mortgage Loan
Securities rated by such Other Rating Agency

          "Enhancement/Support Provider" shall mean any enhancement or support
provider contemplated by Item 1114(b) or Item 1115 of Regulation AB with respect
to the Trust Fund or any one or more Classes of Certificates.

          "Environmental Assessment" shall mean a "Phase I assessment" as
described in, and meeting the criteria of, the American Society of Testing
Materials Standard Sections 1527-05 or a review conducted in accordance with the
All Appropriate Inquiries final rule issued by the United States Environmental
Protection Agency on November 1, 2005 (40 C.F.R. Part 312), or any successor to
either.

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

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

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

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


                                      -33-




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

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

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

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

          "Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d) in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage Trust 2008-C1,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1".

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

          "Exchange Act Reportable Event" shall mean: (a) with respect to the
Trustee or, if and to the extent specifically applicable thereto or to its
duties on behalf of the Trustee, any Servicing Representative or other agent of
the Trustee or any Trustee Appointee, a Trustee Reportable Event; (b) with
respect to the Master Servicer or, if and to the extent specifically applicable
thereto or to its duties on behalf of the Master Servicer, any Servicing
Representative or other agent of the Master Servicer, a Master Servicer
Reportable Event; and (c) with respect to the Special Servicer or, if and to the
extent specifically applicable thereto or to its duties on behalf of the Special
Servicer, any Servicing Representative or other agent of the Special Servicer, a
Special Servicer Reportable Event.

          "Exchange Act Reporting Year" shall mean each of: (a) the Trust's
fiscal year 2008; (b) any subsequent fiscal year of the Trust, but only if as of
the beginning of such subsequent fiscal year of the Trust the Registered
Certificates are held in the aggregate by at least 300 holders (which may
consist of (i) in the case of Registered Certificates held in definitive form,
direct Holders of such Definitive Certificates, and/or (ii) in the case of
Registered Certificates held in book-entry form through the Depository,
Depository Participants having accounts with the Depository); and (c) solely in
the case of the Trust's fiscal year 2009, in the event that the Depositor
provides written notice to the parties hereto, as contemplated by Section
8.15(c), that it has elected to treat the Trust's fiscal year 2009 as an
Exchange Act Reporting Year.


                                      -34-




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

          "Exchange South Trust Mortgage Loan" shall mean the Trust Mortgage
Loan secured by the Mortgaged Property identified on the Trust Mortgage Loan
Schedule as Exchange South.

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

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

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

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

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

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

          "Filing Letter Agreement" shall have the meaning assigned thereto in
Section 2.01(c).

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

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

          "Fiscal Agent" shall mean any fiscal agent appointed by the Trustee as
provided in Section 8.17.

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


                                      -35-




Servicer, and specific ratings of Fitch Ratings, Inc. herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

          "Form 8-K" shall mean Exchange Act Form 8-K, as and to the extent that
such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing current reports under Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule 15d-11, and for
reports of nonpublic information required to be disclosed by Regulation FD (17
C.F.R. 243.100 and 243.101). For purposes of this Agreement, "Form 8-K" shall be
deemed to include any successor or equivalent Exchange Act form adopted by the
Commission.

          "Form 8-K Required Information" shall mean any and all information,
including with respect to any applicable Exchange Act Reportable Events,
required pursuant to the Exchange Act and/or the rules and regulations
promulgated thereunder to be reported by an asset-backed issuer under Form 8-K.

          "Form 10-D" shall mean Exchange Act Form 10-D, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing distribution reports under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.

          "Form 10-D Required Information" shall mean any and all information,
including with respect to any applicable Exchange Act Reportable Events,
required pursuant to the Exchange Act and/or the rules and regulations
promulgated thereunder to be reported by an asset-backed issuer under Form 10-D.

          "Form 10-K" shall mean Exchange Act Form 10-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing annual reports pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.

          "Form 10-K Required Information" shall mean any and all information,
including with respect to any applicable Exchange Act Reportable Events,
required pursuant to the Exchange Act and/or the rules and regulations
promulgated thereunder to be reported by an asset-backed issuer under Form 10-K.

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

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

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


                                      -36-




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

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

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

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

          "Grantor Trust A-2FL" shall mean the portion of the Trust Fund
consisting of (i) the Class A-2FL REMIC III Regular Interest and distributions
thereon, (ii) the Class A-2FL Swap Agreement and payments by the Class A-2FL
Swap Counterparty thereunder and (iii) the Class A-2FL Floating Rate Account,
intended to be treated as a "grantor trust" within the meaning of the Grantor
Trust Provisions. Grantor Trust A-2FL constitutes a separate common law trust
created hereunder.

          "Grantor Trust Assets" shall mean the assets of the Grantor Trust
Pools.

          "Grantor Trust Pool" shall mean each "grantor trust" (within the
meaning of the Grantor Trust Provisions), if any, created hereunder. It is
intended that Grantor Trust A-2FL and, subject to Section 2.05(b), Grantor Trust
V will be Grantor Trust Pools.

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

          "Grantor Trust Trustee" shall mean the entity acting as trustee for
Grantor Trust A-2FL.

          "Grantor Trust V" shall mean the portion of the Trust Fund consisting
of any collections of Additional Interest Received by the Trust with respect to
any ARD Trust Mortgage Loans and any successor REO Trust Mortgage Loans with
respect thereto, and intended to be treated as a "grantor trust" within the
meaning of the Grantor Trust Provisions (if created pursuant to Section
2.05(b)).

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

          "Guaranty Agreements" shall have the meaning assigned thereto in
Section 3.09(i).

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

          "Holder" shall mean a Certificateholder.


                                      -37-




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

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

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

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


                                      -38-




          "Individual Accredited Investor" shall mean an "accredited investor"
(other than an Institutional Accredited Investor) as defined in Rule 501(a)
under the Securities Act, or any other "accredited investor" (or term
substantially similar thereto) as defined in any amendment to Regulation D under
the Securities Act.

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

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

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

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

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

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

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

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

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

          "Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any REO Mortgage Loan, any Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any Class of Regular Interest Certificates, the Class A-2FL Certificates, the
Class A-2FL REMIC III Regular Interest or any Class X REMIC III Component, in
each case consisting of one of the following: (i) a 360-day year consisting of
twelve 30-day months; (ii) actual number of days elapsed in a 360-day year;
(iii) actual number of days elapsed in a 365-day year; or (iv) actual number of
days elapsed in an actual calendar year (taking account of leap year).

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


                                      -39-




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

          "Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage Trust 2008-C1,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1".

          "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs during the calendar month of January (except in a
leap year) or during the calendar month of February, an amount equal to one (1)
day's interest accrued at the related Mortgage Rate (net of the related
Additional Interest Rate, in the case of an ARD Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto after the related
Anticipated Repayment Date, and net of the related Outside Servicing Fee Rate
(or, alternatively, if the related Outside Servicing Fee accrues on a 30/360
Basis, the Actual/360 Equivalent of the Related Outside Servicing Fee Rate), in
the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto) on the related Stated Principal Balance as
of the Due Date in the month in which such Distribution Date occurs (but prior
to the application of any amounts due on such Due Date), to the extent that a
Monthly Payment or an Assumed Monthly Payment, as applicable, is Received by the
Trust in respect thereof for such Due Date as of the related Determination Date
or a P&I Advance is made under this Agreement in respect thereof for such Due
Date by such Distribution Date.

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

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

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

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

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


                                      -40-




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

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

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

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

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

          "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of April 17, 2008, between
LBHI and the Depositor.

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

          "Legal Final Distribution Date" shall mean, with respect to any Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Class of Regular Interest Certificates (exclusive of the Class X
Certificates), the Class A-2FL REMIC III Regular Interest or any particular
Class X REMIC III Component, the "latest possible maturity date" thereof,
calculated solely for purposes of satisfying Treasury regulations section
1.860G-1(a)(4)(iii).

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


                                      -41-




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

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

          "LIBOR": The rate specified in Section 1.04(a) or the rate calculated
by the Trustee in accordance with Section 1.04(b), as applicable under the
circumstances.

          "LIBOR Business Day" shall mean any day on which commercial banks are
open for general business (including dealings in foreign exchange and foreign
currency deposits) in London, England.

          "LIBOR Determination Date" shall mean, for purposes of calculating
LIBOR in any particular calendar month subsequent to April 2008, the second
LIBOR Business Day prior to the Distribution Date in such calendar month;
provided that, to the extent that the calculation of LIBOR in accordance with
Section 1.04(b) requires a determination made as of New York City time, the
subject LIBOR Determination Date must also be one on which commercial banks are
open for general business (including dealings in foreign exchange and foreign
currency deposits) in London, England and New York, New York.

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

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

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

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

          "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the
Trust (or, in the case of a Serviced Loan Combination or any related
Administered REO Property, collected on behalf of the Trust and/or the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in connection with: (i) the full
or partial


                                      -42-




liquidation of a Mortgaged Property or other collateral constituting security
for a defaulted Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) a
Permitted Purchase; or (iv) except for purposes of Section 3.11(c), the transfer
of any Reserve Collateral or proceeds thereof to the Pool Custodial Account,
subject to and in accordance with the terms of Section 3.27, or the transfer of
any Loss of Value Payments from the Loss of Value Reserve Fund, or the deposit
of any other payments contemplated by Section 2.03(d), in any event to the Pool
Custodial Account.

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

          "Loan Combination Change of Control Event" shall mean, with respect to
any Serviced Senior/Subordinate Loan Combination, any event that would result in
the "Note A Lender", the "Note A Lenders", the "Senior Lender", the "Senior
Lenders", the "Note A Holder", the "Note A Holders", the "Senior Holder" or the
"Senior Holders", as applicable, under the related Co-Lender Agreement becoming
the applicable Loan Combination Directing Lender in accordance with the related
Co-Lender Agreement.

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

          "Loan Combination Controlling Party" shall mean, with respect to any
Loan Combination, the related Loan Combination Directing Lender (or, if
applicable, any representative(s) appointed thereby consistent with the related
Co-Lender Agreement, to exercise the rights and powers of the related Loan
Combination Directing Lender under the related Co-Lender Agreement or this
Agreement).

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

          "Loan Combination Determination Date" shall mean: (a) with respect to
any Serviced Loan Combination, the "Determination Date" as defined in the
related Co-Lender Agreement (or, if


                                      -43-




"Determination Date" is not defined therein, the Trust Determination Date); and
(b) with respect to any Outside Serviced Loan Combination, the monthly
remittance date for the subject Outside Serviced Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto) under the related
Co-Lender Agreement and Outside Servicing Agreement.

          "Loan Combination Directing Lender" shall mean, with respect to any
Loan Combination and (if applicable) any particular matter, as of any date of
determination, the "Directing Lender", "Directing Holder", "Controlling Lender",
"Controlling Holder" or an analogous term, as applicable, under the related
Co-Lender Agreement.

          "Loan Combination Master Servicer Remittance Date" shall mean, with
respect to any Serviced Loan Combination, the "Remittance Date" or an analogous
term as defined in the related Co-Lender Agreement (or, if "Remittance Date" or
an analogous term is not defined therein, the Trust Master Servicer Remittance
Date).

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

          "Loan Combination Servicing Reports" shall mean, with respect to each
Serviced Loan Combination, (a) each of the files identified under clauses
(a)(ii) through (iv) of the definition of "CMSA Investor Reporting Package", (b)
each of the supplemental reports identified under clause (b) of the definition
of "CMSA Investor Reporting Package", and (c) each of the templates identified
under clause (c)(i) and clause (c)(ii) of the definition of "CMSA Investor
Reporting Package", each as may be modified to reflect the fact that only the
subject Serviced Loan Combination, the related Mortgaged Property or Properties
and/or any related REO Property or Properties, as the case may be, shall be the
subject of such report.

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

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

          "Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, subject to Section 2.06(b), the segregated pool of assets, as to
which a separate REMIC election is to be


                                      -44-




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

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

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

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

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

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

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


                                      -45-




          "Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Special Servicer pursuant to Section 3.04(e) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, on behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series
2008-C1, Loss of Value Reserve Fund". The Loss of Value Reserve Fund shall be
designated as an "outside reserve fund" (within the meaning of Treasury
regulations section 1.860G-2(h)), pursuant to Section 2.05(b). The Loss of Value
Reserve Fund will be part of the Trust Fund but not part of any Grantor Trust
Pool or REMIC Pool.

          "Loss Reimbursement Amount" shall mean:

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

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

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

          (d) with respect to any Class of Principal Balance Certificates
     (excluding the Class A-2FL Certificates) or the Class A-2FL REMIC III
     Regular Interest, for any Distribution Date, the excess, if any, of (i) the
     total amount of all reductions, if any, made in the related Class Principal
     Balance (without any corresponding distribution of principal) on all prior
     Distribution Dates, if any, pursuant to Section 4.04(a), over (ii) the sum
     of (A) the total amount of such reductions reimbursed to the Holders of
     such Class of Certificates or to the Class A-2FL Floating Rate Account with
     respect to the Class A-2FL REMIC III Regular Interest, as the case may be,
     with respect to any related Loss Reimbursement Amount on all prior
     Distribution Dates, if any, pursuant to Section 4.01(a) or Section 4.01(b),
     as applicable, plus (B) the total amount of such reductions reinstated to
     the Class Principal Balance of such Class of Certificates or the Class
     A-2FL REMIC III Regular Interest, as the case may be, on all prior
     Distribution Dates, if any, pursuant to Section 4.05(a).


                                      -46-




          "LUBS" shall mean LUBS, Inc.

          "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean any
Mortgage Loan Purchase Agreement between LUBS as mortgage loan seller, LBHI as
an additional party and the Depositor, pursuant to which LUBS transfers one or
more Trust Mortgage Loans to the Depositor, and which will only be executed and
delivered if there is a LUBS Trust Mortgage Loan.

          "LUBS Trust Mortgage Loan" shall mean any Trust Mortgage Loan
transferred by LUBS to the Depositor, pursuant to any LUBS/Depositor Mortgage
Loan Purchase Agreement. There are no LUBS Trust Mortgage Loans.

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

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

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

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

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

          "Master Servicer Indemnification Agreement" shall mean the Master
Servicer Indemnification Agreement dated as of April 17, 2008, between the
initial Master Servicer, the Depositor and the Underwriters.

          "Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the aggregate
amount of (i) all payments and other collections on or with respect to the Trust
Mortgage Loans and any related REO Properties (including Loss of Value Payments
and, in the case of the initial Distribution Date, any Initial Deposits) that
(A) were Received by the Trust as of the close of business on the applicable
Determination Date in the same calendar month as such Trust Master Servicer
Remittance Date and (B) are on deposit or are required to be on deposit in the
Pool Custodial Account as of 12:00 noon (New York City time) on such Trust
Master Servicer Remittance Date, including any such payments and other
collections transferred or required to be transferred to the Pool Custodial
Account from the Pool REO Account (if established) and/or a Loan Combination
Custodial Account, and (ii) to the extent not already included among the amounts
described in clause (a)(i) above, any remittance received with respect to an
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan as
of such Trust Master Servicer Remittance Date but after the preceding Trust
Master Servicer Remittance Date (or, in the case of the initial Trust Master
Servicer Remittance Date, after the Closing Date), net of (b) the portion of the
aggregate amount described in clause (a) of this definition that represents one
or more of the following (i) scheduled Monthly Payments that are due on a Due
Date following the end of the related Collection Period (or, in the case of a
scheduled Monthly Payment that is due on a Due Date in the same month as such
Trust Master Servicer Remittance Date but subsequent to the end of the related
Collection


                                      -47-




Period, following the end of the calendar month in which such Trust Master
Servicer Remittance Date occurs), (ii) any amount payable or reimbursable to any
Person from the Pool Custodial Account pursuant to clauses (ii) through (xix) of
Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any amounts
deposited in the Pool Custodial Account in error.

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

          "Master Servicer Reportable Event" shall mean any of the following
events, conditions, circumstances and/or matters:

               (i) the entry into or amendment to a definitive agreement that is
     material to the Subject Securitization Transaction, including, for example,
     a servicing agreement with a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB, but only if the Master Servicer or any Servicer retained or
     engaged by the Master Servicer is a party to such agreement or has entered
     into such agreement on behalf of the Trust (ITEM 1.01 ON FORM 8-K);

               (ii) the termination of a definitive agreement that is material
     to the Subject Securitization Transaction (otherwise than by expiration of
     the agreement on its stated termination date or as a result of all parties
     completing their obligations under such agreement), but only if the Master
     Servicer or any Servicer retained or engaged by the Master Servicer is a
     party to such agreement or has entered into such agreement on behalf of the
     Trust (ITEM 1.02 ON FORM 8-K);

               (iii) the appointment of a receiver, fiscal agent or similar
     officer for any Material Debtor in a proceeding under the U.S. Bankruptcy
     Code or in any other proceeding under state or federal law in which a court
     or governmental authority has assumed jurisdiction over substantially all
     of the assets or business of any Material Debtor, including where such
     jurisdiction has been assumed by leaving the existing directors and
     officers in possession but subject to the supervision and orders of a court
     or governmental authority, but only if the subject Material Debtor is (A)
     the Master Servicer, (B) any Servicing Representative of the Master
     Servicer that constitutes a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB or (C) any Significant Obligor with respect to a Performing
     Serviced Mortgage Loan (ITEM 1.03(a) ON FORM 8-K);

               (iv) the entry of an order confirming a plan of reorganization,
     arrangement or liquidation of a Material Debtor by a court or governmental
     authority having supervision or jurisdiction over substantially all of the
     assets or business of such Material Debtor, but only if the subject
     Material Debtor is (A) the Master Servicer, (B) any Servicing
     Representative of the Master Servicer that constitutes a Servicer
     contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
     Obligor with respect to a Performing Serviced Mortgage Loan (ITEM 1.03(b)
     ON FORM 8-K);


                                      -48-




               (v) any resignation, removal, replacement or substitution of (A)
     the Master Servicer or (B) any Servicing Representative of the Master
     Servicer that constitutes a Servicer contemplated by Item 1108(a)(2) of
     Regulation AB (ITEM 6.02 ON FORM 8-K);

               (vi) any appointment of (A) a new Master Servicer or (B) any new
     Servicing Representative of the Master Servicer that constitutes a Servicer
     contemplated by Item 1108(a)(2) of Regulation AB (ITEM 6.02 ON FORM 8-K);

               (vii) any nonpublic disclosure, by the Master Servicer or any
     Servicer retained or engaged by the Master Servicer, with respect to the
     Subject Securitization Transaction (other than disclosure required or
     expressly permitted pursuant to this Agreement) that is required to be
     disclosed by Regulation FD (17 C.F.R. Sections 243.100 through 243.103)
     (ITEM 7.01 ON FORM 8-K);

               (viii) any other information of importance to Certificateholders
     (determined by the Master Servicer in accordance with the Servicing
     Standard) that (A) is not otherwise required to be included in the
     Distribution Date Statement or any other report to be delivered or
     otherwise made available to Certificateholders hereunder, (B) the Master
     Servicer has determined, in accordance with the Servicing Standard, is
     reasonably likely to have an adverse effect on payments to the Holders of
     any Class of Registered Certificates or a material adverse effect on
     payments to the Holders of any Class of Non-Registered Certificates, and
     (C) is directly related to a Performing Serviced Mortgage Loan (ITEM 8.01
     ON FORM 8-K);

               (ix) the commencement or termination of, or any material
     developments regarding, any legal proceedings pending against any Material
     Litigant, or of which any property of a Material Litigant is the subject,
     or any threat by a governmental authority to bring any such legal
     proceedings, that are material to Certificateholders, but only if the
     Master Servicer is controlling the subject litigation or if the subject
     Material Litigant is (A) the Master Servicer, (B) any Servicing
     Representative of the Master Servicer that constitutes a Servicer
     contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
     Obligor with respect to a Performing Serviced Mortgage Loan (ITEM 2 ON FORM
     10-D AND GENERAL INSTRUCTION J TO FORM 10-K);

               (x) the receipt by or on behalf of the Master Servicer or any
     Servicer retained or engaged by the Master Servicer of any updated
     financial statements, balance sheets, rent rolls or other financial
     information regarding a Significant Obligor with respect to a Performing
     Serviced Mortgage Loan that is required to be provided under Item 1112(b)
     of Regulation AB (ITEM 6 ON FORM 10-D AND GENERAL INSTRUCTION J TO FORM
     10-K);

               (xi) to the extent not otherwise disclosed in the Prospectus
     Supplement or previously included in a report delivered by the Master
     Servicer to the Trustee and the Depositor in accordance with Section
     8.15(b), whether the Master Servicer has become an affiliate (as defined in
     Rule 405 of the Securities Act) of any of (A) the Trustee, (B) the Special
     Servicer, (C) any Outside Servicer that constitutes a Servicer contemplated
     by Item 1108(a)(3) of Regulation AB, (D) any Servicing Representative of
     the Master Servicer that constitutes a Servicer contemplated by Item
     1108(a)(3) of Regulation AB or (E) any Significant Obligor (GENERAL
     INSTRUCTION J TO FORM 10-K); and


                                      -49-




               (xii) to the extent not otherwise disclosed in the Prospectus
     Supplement or arising out of an action by the Master Servicer in its
     capacity as Master Servicer under this Agreement, any specific relationship
     involving or relating to the Subject Securitization Transaction or the
     Mortgage Loans contemplated by Item 1119(c) of Regulation AB between an
     Unaffiliated Mortgage Loan Seller or the Trust, on the one hand, and the
     Master Servicer or any Servicing Representative of the Master Servicer, on
     the other hand (GENERAL INSTRUCTION J TO FORM 10-K).

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

          "Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan and any successor REO Trust Mortgage Loan with
respect thereto, a rate per annum equal to the related Administrative Cost Rate
minus the Trustee Fee Rate; (b) with respect to each Serviced Non-Trust Mortgage
Loan and any successor REO Mortgage Loan with respect thereto, 0.20% (twenty
(20) basis points) per annum; and (c) with respect to each Outside Serviced
Trust Mortgage Loan and any successor REO Trust Mortgage Loan with respect
thereto, 0.10% (ten (10) basis points) per annum.

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

          "Material Debtor" shall mean any of the following:

          (i)    the Trust;

          (ii)   LBHI;

          (iii)  each Unaffiliated Mortgage Loan Seller;

          (iv)   each of the parties to this Agreement;

          (v)    any Servicing Representative that constitutes a Servicer
                 contemplated by Item 1108(a)(3) of Regulation AB;

          (vi)   any Significant Obligor;

          (vii)  any Enhancement/Support Provider; and

          (viii) any other material party contemplated by Item 1100(d)(1) of
                 Regulation AB relating to the Subject Securitization
                 Transaction.

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

          "Material Litigant" shall mean any of the following:

          (i)    the Trust;


                                      -50-




          (ii)   LBHI;

          (iii)  each Unaffiliated Mortgage Loan Seller;

          (iv)   each of the parties to this Agreement;

          (v)    any Servicing Representative that constitutes a Servicer
                 contemplated by Item 1108(a)(3) of Regulation AB;

          (vi)   any originator of Trust Mortgage Loans contemplated by Item
                 1110(b) of Regulation AB; and

          (vii)  any other party contemplated by Item 1100(d)(1) of Regulation
                 AB relating to the Subject Securitization Transaction.

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

          "Mezzanine Intercreditor Agreement" shall mean, with respect to any
Trust Mortgage Loan as to which direct or indirect equity interests in the
related Mortgagor have been pledged to secure any Mezzanine Loan(s), any
co-lender or intercreditor agreement between, among others, the Trust, as holder
of such Trust Mortgage Loan, and the related Mezzanine Lender(s), governing,
among other things, the respective rights of such parties.

          "Mezzanine Lender" shall mean the holder of any promissory note
evidencing a Mezzanine Loan.

          "Mezzanine Loan" shall mean any debt obligation that is secured by a
pledge of direct or indirect equity interests in a Mortgagor.

          "Mezzanine-Related Trust Mortgage Loan" shall mean any Trust Mortgage
Loan as to which direct or indirect equity interests in the related Mortgagor
have been pledged to secure any Mezzanine Loan(s). The Mezzanine-Related Trust
Mortgage Loans known to the Depositor as of the Closing Date are specified on
Schedule XV attached hereto.

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

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


                                      -51-




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

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

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

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

          "Mortgage" shall mean, with respect to any Mortgage Loan, individually
and collectively, the mortgage(s), deed(s) of trust, deed(s) to secure debt
and/or similar instrument(s) that secures or secure, as the case may be, such
Mortgage Loan and creates or create, as the case may be, a lien on the related
Mortgaged Property.

          "Mortgage File" shall mean:

          (a) with respect to any Serviced Trust Mortgage Loan and, in the case
     of each Serviced Loan Combination, also with respect to each Serviced
     Non-Trust Mortgage Loan that is


                                      -52-




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

          (i)     (A) the original executed Mortgage Note for such Trust
                  Mortgage Loan, endorsed (without recourse, representation or
                  warranty, express or implied) to the order of "LaSalle Bank
                  National Association, as trustee for the registered holders of
                  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
                  Pass-Through Certificates, Series 2008-C1" or in blank, and
                  further showing a complete, unbroken chain of endorsement from
                  the originator (if such originator is other than the related
                  Mortgage Loan Seller) (or, alternatively, if the original
                  executed Mortgage Note has been lost, a lost note affidavit
                  and indemnity with a copy of such Mortgage Note), and (B) in
                  the case of each Serviced Loan Combination, a copy of the
                  executed Mortgage Note for each Serviced Non-Trust Mortgage
                  Loan in such Loan Combination;

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

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

          (iv)    an original executed assignment, in recordable form (except
                  for recording information not yet available if the instrument
                  being assigned has not been returned from the applicable
                  recording office), of (A) the Mortgage and (B) any related
                  Assignment of Leases (if such item is a document separate from
                  the Mortgage), in favor of "LaSalle Bank National Association,
                  in its capacity as trustee for the registered holders of
                  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
                  Pass-Through Certificates, Series 2008-C1" (or, in the case of
                  a Serviced Loan Combination, in favor of "LaSalle Bank
                  National Association, in its capacity as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2008-C1, Commercial Mortgage Pass-Through Certificates, Series
                  2008-C1, and in its capacity as lead lender on behalf of the
                  [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
                  NOTEHOLDER(S)]") (or, in each case, a copy thereof, certified
                  to be the copy of such assignment submitted for recording);

          (v)     an original or a copy of the assignment of all unrecorded
                  documents relating to such Trust Mortgage Loan, in favor of
                  "LaSalle Bank National Association, as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2008-C1, Commercial Mortgage Pass-Through Certificates, Series
                  2008-C1" (or, in the


                                      -53-




                  case of a Serviced Loan Combination, in favor of "LaSalle Bank
                  National Association, in its capacity as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2008-C1, Commercial Mortgage Pass-Through Certificates, Series
                  2008-C1, and in its capacity as lead lender on behalf of the
                  [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
                  NOTEHOLDER(S)]");

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

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

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

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

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

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

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

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

          (xiv)   only if such Trust Mortgage Loan is secured by a nursing
                  facility or hospitality property as identified on Schedule VI
                  hereto, filed copies (with evidence of filing) of any prior
                  effective UCC Financing Statements in favor of the originator
                  of such Trust Mortgage Loan or in favor of any assignee prior
                  to the Trustee (but only to the extent the related Mortgage
                  Loan Seller had possession of such UCC Financing Statements
                  prior to the Closing Date) and an original assignment thereof,
                  as appropriate, in form suitable for filing, in favor of
                  "LaSalle Bank National Association, in its capacity as trustee
                  for the registered holders of LB-UBS Commercial Mortgage Trust
                  2008-C1, Commercial Mortgage Pass-Through


                                      -54-




                  Certificates, Series 2008-C1" (or, in the case of a Serviced
                  Loan Combination, in favor of "LaSalle Bank National
                  Association, in its capacity as trustee for the registered
                  holders of LB-UBS Commercial Mortgage Trust 2008-C1,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
                  and in its capacity as lead lender on behalf of the [IDENTIFY
                  RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");

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

          (xvi)   an original assignment of the related security agreement (if
                  such item is a document separate from the Mortgage and if such
                  item is not included in the assignment described in clause
                  (a)(iv) or clause (a)(v) of this definition), in favor of
                  "LaSalle Bank National Association, in its capacity as trustee
                  for the registered holders of LB-UBS Commercial Mortgage Trust
                  2008-C1, Commercial Mortgage Pass-Through Certificates, Series
                  2008-C1" (or, in the case of a Serviced Loan Combination, in
                  favor of "LaSalle Bank National Association, in its capacity
                  as trustee for the registered holders of LB-UBS Commercial
                  Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
                  Certificates, Series 2008-C1," and in its capacity as lead
                  lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
                  MORTGAGE LOAN NOTEHOLDER(S)]");

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

          (xviii) in the case of any Mezzanine-Related Trust Mortgage Loan, the
                  related Mezzanine Intercreditor Agreement;

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

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

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

          (i)   the original executed Mortgage Note for such Trust Mortgage
                Loan, endorsed (without recourse, representation or warranty,
                express or implied) to the order of "LaSalle Bank National
                Association, as trustee for the registered holders of LB-UBS
                Commercial Mortgage Trust 2008-C1, Commercial Mortgage
                Pass-Through Certificates, Series 2008-C1" or in blank, and
                further showing a complete, unbroken chain of endorsement from
                the originator (if such originator is other than the related
                Mortgage Loan Seller) (or, alternatively, if the original
                executed Mortgage Note has been lost, a lost note affidavit and
                indemnity with a copy of such Mortgage Note);

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


                                      -55-




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

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

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

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

          "Mortgage Loan Purchase Agreement" shall mean the LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan Purchase
Agreement (if any) or a UMLS/Depositor Mortgage Loan Purchase Agreement, as
applicable.

          "Mortgage Loan Seller" shall mean a Lehman Mortgage Loan Seller or any
Unaffiliated Mortgage Loan Seller, as applicable.


                                      -56-




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

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

          "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Trust Mortgage Loans as of the end of the related Collection Period, which
report shall contain substantially the categories of information regarding the
Trust Mortgage Loans set forth on Annexes A-1 and A-2 to the Prospectus
Supplement (calculated, where applicable, on the basis of the most recent
relevant information provided by the Mortgagors to the Master Servicer or the
Special Servicer, as the case may be, and by the Master Servicer or the Special
Servicer, as the case may be, to the Trustee), and which information shall be
presented in tabular format substantially similar to the format utilized on such
annexes and shall also include a loan-by-loan listing (in descending balance
order) showing loan number, property type, location, unpaid principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest portion of the
Monthly Payment, principal portion of the Monthly Payment, and any Prepayment
Consideration received.

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

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

          "Mortgage Trust" shall mean the primary common law trust created
hereunder, the assets of which consist of the assets included in the REMIC
Pools, Grantor Trust V and any Loss of Value Reserve Fund.

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


                                      -57-




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

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

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

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

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

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

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

          "NMWHFIT" shall mean a "Non-Mortgage Widely Held Fixed Investment
Trust" as that term is defined in Treasury Regulations section 1.671-5(b)(12) or
successor provisions.


                                      -58-




          "Non-Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate that is not rated in one of the four highest
generic rating categories by at least one Rating Agency.

          "Non-Lehman Trust Mortgage Loan" shall mean any Trust Mortgage Loan
(or portion thereof) that is not a Lehman Trust Mortgage Loan. The Non-Lehman
Trust Mortgage Loans consist of the UBS Trust Mortgage Loans.

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

          "Nonrecoverable P&I Advance" shall mean:

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

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

          "Nonrecoverable Servicing Advance" shall mean:

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

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


                                      -59-




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

          "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class X, Class A-2FL, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q,
Class S, Class T, Class R-I, Class R-II and Class R-III Certificates, the Class
R-LR Certificates (if issued in accordance with Section 2.06) and the Class V
Certificates (if issued in accordance with Section 2.05) are Non-Registered
Certificates.

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

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

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

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

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

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

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

          "Offering Memorandum" shall mean the Offering Memorandum dated April
17, 2008, relating to the Class X, Class A-2FL, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
P, Class Q, Class S and Class T Certificates.

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


                                      -60-




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

          "Original Class Notional Amount" shall mean, with respect to the Class
X Certificates, the initial Class Notional Amount thereof as of the Closing
Date, which shall equal $1,007,111,098

          "Original Class Principal Balance" shall mean: (i) with respect to any
Class of Principal Balance Certificates (other than the Class A-2FL
Certificates) or the Class A-2FL REMIC III Regular Interest, the initial Class
Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement; and (ii) with respect to the Class A-2FL
Certificates, the Original Class Principal Balance of the Class A-2FL REMIC III
Regular Interest.

          "Other Rating Agency" shall mean any nationally recognized statistical
rating organization (including, if applicable, a Rating Agency) that has
assigned a rating to any Specially Designated Non-Trust Mortgage Loan
Securities.

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

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

          "Outside Master Servicer" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or related REO Property, the related master
servicer under the related Outside Servicing Agreement.

          "Outside Serviced Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Outside Serviced Mortgage Loan" shall mean any Outside Serviced Trust
Mortgage Loan or Outside Serviced Non-Trust Mortgage Loan, as applicable.

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

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

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


                                      -61-




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

          "Outside Servicing Agreement" shall mean a servicing agreement (other
than this Agreement, a Sub-Servicing Agreement or an agreement whereby any
Person acts as agent, sub-contractor or vendor on behalf of the Master Servicer,
the Special Servicer or the Trustee) that governs most material servicing
functions with respect to any Trust Mortgage Loan or related REO Property. The
only Outside Servicing Agreement is the Sears Tower Servicing Agreement.

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

          "Outside Servicing Fee Rate" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, the rate per annum at which the Outside Servicing Fee is being
calculated. In the case of each Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, the Outside Servicing
Fee Rate is 0.01% per annum.

          "Outside Special Servicer" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or related REO Property, the related special
servicer under the related Outside Servicing Agreement.

          "Outside Trustee" shall mean, with respect to any Outside Serviced
Non-Trust Mortgage Loan that is included in a Non-Trust Mortgage Loan
Securitization Trust, the trustee under the applicable Non-Trust Mortgage Loan
Securitization Agreement.

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

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

          "P&I Advance Date" shall mean the Business Day prior to each
Distribution Date.

          "Pari Passu Loan Combination" shall mean any Loan Combination that
includes at least one Pari Passu Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto).

          "Pari Passu Mortgage Loan" shall mean a Pari Passu Trust Mortgage Loan
or a Pari Passu Non-Trust Mortgage Loan, as applicable.

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


                                      -62-




          "Pari Passu Trust Mortgage Loan" shall mean any Combination Trust
Mortgage Loan as to which there is a corresponding Pari Passu Non-Trust Mortgage
Loan.

          "Pass-Through Rate" shall mean:

          (a) with respect to the Class A-1 Certificates, for any Interest
     Accrual Period, 5.611% per annum;

          (b) with respect to each Class of the Class A-AB, A-2, A-M, Class A-J,
     Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and
     Class K Certificates, for any Interest Accrual Period, the REMIC II
     Remittance Rate for the Corresponding REMIC II Regular Interest with
     respect to such Class of Certificates for such Interest Accrual Period;

          (c) with respect to the Class A-2FL Certificates, (A) for any Interest
     Accrual Period relating to a Distribution Date with respect to which a
     Class A-2FL Distribution Conversion does not exist, the per annum rate,
     expressed as a percentage, equal to the applicable value of LIBOR specified
     in or calculated in accordance with Section 1.04, plus 1.67%, and (B) for
     any Interest Accrual Period relating to a Distribution Date with respect to
     which a Class A-2FL Distribution Conversion does exist, the Pass-Through
     Rate for the Class A-2FL REMIC III Regular Interest for that Distribution
     Date;

          (d) with respect to the Class A-2FL REMIC III Regular Interest, for
     any Interest Accrual Period, the REMIC II Remittance Rate for the Class
     A-2FL REMIC II Regular Interest for such Interest Accrual Period;

          (e) with respect to each Class of the Class L, Class M, Class N, Class
     P, Class Q, Class S and Class T Certificates, for any Interest Accrual
     Period, 4.243% per annum;

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

          (g) with respect to any Class X REMIC III Component, for any Interest
     Accrual Period, an annual rate equal to the excess, if any, of (X) the
     REMIC II Remittance Rate with respect to such Class X REMIC III Component's
     Corresponding REMIC II Regular Interest for such Interest Accrual Period,
     over (Y) the Adjusted REMIC II Remittance Rate with respect to such Class X
     REMIC III Component's Corresponding REMIC II Regular Interest for such
     Interest Accrual Period.

          "PCAOB" shall mean the Public Company Accounting Oversight Board.

          "Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate or any Class A-2FL Certificate, the portion of the relevant
Class evidenced by such Certificate, expressed as a percentage, the numerator of
which is the Certificate Principal Balance or Certificate Notional Amount, as
the case may be, of such Certificate as of the Closing Date, as specified on the
face thereof,


                                      -63-




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

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

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

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

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

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

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

          (iii) certificates of deposit, time deposits, demand deposits and
                bankers' acceptances of any bank or trust company organized
                under the laws of the United States or any state thereof (having
                original maturities of not more than 365 days), the short-term
                obligations of which are rated in the highest rating category of
                each Rating Agency (or, in the case of any Rating Agency, such
                lower rating as will not result in an Adverse Rating Event with
                respect to any Class of Certificates or any class of Specially
                Designated Non-Trust Mortgage Loan Securities that is rated by
                such


                                      -64-




               Rating Agency, as evidenced in writing by such Rating Agency). In
               addition, any such item by its terms must have a predetermined
               fixed dollar amount of principal due at maturity that cannot vary
               or change. Interest may either be fixed or variable. If such
               interest is variable, interest must be tied to a single interest
               rate index plus a single fixed spread (if any), and move
               proportionately with that index;

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

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

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

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


                                      -65-




other comparable qualifier attached to its rating; and provided, further, that,
with respect to any investment of funds allocable to a Specially Designated
Securitized Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, if any of the related Specially Designated Non-Trust Mortgage
Loan Securities are rated by any Other Rating Agency that is not also a Rating
Agency, then the term "Rating Agency" as used in this definition shall be deemed
to include such Other Rating Agency.

          "Permitted Purchase" shall mean:

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

          (ii)  the repurchase of a Non-Lehman Trust Mortgage Loan or any
                related REO Property by or on behalf of the related Unaffiliated
                Mortgage Loan Seller, pursuant to the related Mortgage Loan
                Purchase Agreement;

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

          (iv)  the purchase of a Trust Mortgage Loan or REO Property by a
                Controlling Class Certificateholder, the Special Servicer, the
                Master Servicer, the Depositor or Lehman Brothers, or the
                acquisition thereof in exchange for Certificates, in any event
                pursuant to Section 9.01;

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

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

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

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

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


                                      -66-




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

          "Pool Custodial Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be titled
substantially as follows: "[NAME OF MASTER SERVICER], as Master Servicer, on
behalf of [NAME OF TRUSTEE], as Trustee, in trust for the registered holders of
LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1, Pool Custodial Account".

          "Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the Trustee in trust for the Certificateholders, which shall be titled
substantially as follows: "[NAME OF SPECIAL SERVICER], as Special Servicer, on
behalf of [NAME OF TRUSTEE], as Trustee, in trust for the registered holders of
LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1, Pool REO Account".

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

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

          "Prepayment Consideration Entitlement" shall mean with respect to (A)
any Distribution Date on which any Net Prepayment Consideration Received by the
Trust on any Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) is distributable and (B) any Class of YM Principal Balance
Certificates that is (or the Class A-2FL REMIC III Regular Interest if it is)
entitled to distributions of principal on such Distribution Date, for purposes
of determining the portion of such Net Prepayment Consideration distributable
with respect to such Class of YM Principal Balance Certificates or the Class
A-2FL REMIC III Regular Interest, as applicable, an amount equal to the product
of (x) the amount of such Net Prepayment Consideration, multiplied by (y) a
fraction (not greater than 1.0 or less than 0.0), the numerator of which is
equal to the excess, if any, of the Pass-Through Rate for such Class of YM
Principal Balance Certificates or the Class A-2FL REMIC III Regular Interest, as
the case may be, for the related Interest Accrual Period over the relevant
Discount Rate, and the denominator of which is equal to the excess, if any, of
the Mortgage Rate for such Trust Mortgage Loan (or REO Trust Mortgage Loan) over
the relevant Discount Rate, and further multiplied by (z) a fraction, the
numerator of which is equal to the amount of principal to be distributed on such
Class of YM Principal Balance Certificates or the Class A-2FL REMIC III Regular
Interest, as the case may be, on such Distribution Date pursuant to Section
4.01, and the denominator of which is equal to the Adjusted Principal
Distribution Amount for such Distribution Date.

          "Prepayment Interest Excess" shall mean: (a) with respect to any
Serviced Mortgage Loan that was subject to a Principal Prepayment in full or in
part made (or, if resulting from the application of Insurance Proceeds or
Condemnation Proceeds, any other early recovery of principal received) after its
Due Date in any particular Collection Period, any payment of interest (net of
related


                                      -67-




Master Servicing Fees) actually collected from the related Mortgagor or
otherwise and intended to cover interest accrued on such Principal Prepayment
during the period from and after the later of such Due Date and the end of the
loan-level interest accrual period applicable to such Due Date (exclusive,
however, of any related Prepayment Consideration and/or Default Charges that may
have been collected and, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, further exclusive of any Additional Interest); and
(b) with respect to any Outside Serviced Trust Mortgage Loan that was subject to
a Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) after its Due Date in any particular Underlying
Collection Period, any payment of interest (net of related Master Servicing Fees
and Outside Servicing Fees) actually collected from the related Mortgagor or
otherwise and intended to cover interest accrued on such Principal Prepayment
during the period from and after the later of such Due Date and the end of the
loan-level interest accrual period applicable to such Due Date (exclusive,
however, of any related Prepayment Consideration and/or Default Charges that may
have been collected).

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

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

          "Primary Guarantor" shall have the meaning assigned thereto in Section
3.09(i).

          "Primary Guaranty Agreements" shall have the meaning assigned thereto
in Section 3.09(i).


                                      -68-




          "Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located at 201
South College Street, 9th Floor, NC 1075, Charlotte, North Carolina 28244-1075,
and the Primary Servicing Office of the Special Servicer is located at 700
Twelfth Street, N.W., Suite 700, Washington, D.C. 20005.

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

          "Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than a Class X Certificate) or any Class A-2FL Certificate.

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

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

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

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

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

          (e) the aggregate of all Liquidation Proceeds, Condemnation Proceeds,
     Insurance Proceeds and REO Revenues Received by the Trust with respect to
     any REO Properties during the related Collection Period that were
     identified and applied by the Master Servicer as recoveries of principal of
     the related REO Trust Mortgage Loans, in each case exclusive of any portion
     of such proceeds and/or revenues that represents a Late Collection of
     principal due on or


                                      -69-




     before the Cut-off Date or for which a P&I Advance was previously made
     under this Agreement for a prior Distribution Date; and

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

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

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

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

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

          "Prospectus" shall mean the prospectus dated April 8, 2008, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

          "Prospectus Supplement" shall mean the prospectus supplement dated
April 17, 2008, relating to the Registered Certificates.

          "PTCE" shall mean prohibited transaction class exemption.

          "PTE" shall mean prohibited transaction exemption.

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

          "Purchase Price" shall mean, with respect to any Trust Mortgage Loan
(or REO Property or, in the case of any REO Property that relates to a Loan
Combination, the Trust's interest therein), a cash price equal to the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Trust Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage Loan) to,
but not including, the Due Date in the applicable Collection Period of purchase
(exclusive, however, of any portion of such accrued but unpaid interest that
represents Default Interest or, if applicable, Additional Interest or Outside
Servicing Fees), (c) all related unreimbursed Servicing Advances with respect to
such Trust Mortgage Loan (or REO Property), if any, together with the amount of
any Servicing Advance (and accrued interest thereon in accordance with Section
3.11(g)) with respect to such Trust Mortgage Loan (or REO Property) that has
been previously reimbursed as a Nonrecoverable Advance out of general
collections of principal on the Mortgage Pool (but only to the extent such
amounts have not been reimbursed to the Trust), (d) all accrued and unpaid


                                      -70-




interest, if any, in respect of related Advances in accordance with, as
applicable, Section 3.11(g) and/or Section 4.03(d), and (e) in the case of a
repurchase by the Depositor pursuant to Section 2.03 or by an Unaffiliated
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement,
(i) to the extent not otherwise included in the amount described in clause (d)
of this definition, any unpaid Special Servicing Fees and other Additional Trust
Fund Expenses with respect to such Trust Mortgage Loan (or REO Property),
including any Liquidation Fee that may be payable because the subject repurchase
occurred subsequent to the expiration of the Seller/Depositor Resolution Period
for the Material Document Defect or Material Breach, as applicable, that gave
rise to the repurchase, and (ii) to the extent not otherwise included in the
amount described in clause (c) of this definition, any costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee (on behalf
of the Trust) in enforcing the obligation of such Person to purchase such Trust
Mortgage Loan (or such REO Property or an interest therein); provided that, in
the case of a Trust Mortgage Loan that is part of a Loan Combination, the
Purchase Price calculated above may be reduced (subject to the provisions of the
related Co-Lender Agreement) by any related unpaid Master Servicing Fees,
unreimbursed Advances and/or, to the extent included therein pursuant to clause
(d) above, unpaid interest on Advances which, following the subject purchase,
will continue to be payable or reimbursable under the related Co-Lender
Agreement and/or any successor servicing agreement to the Master Servicer and/or
the Special Servicer in respect of such Trust Mortgage Loan (which amounts shall
no longer be payable hereunder); and provided, further, that, in the case of an
REO Property that relates to a Serviced Loan Combination, for purposes of
Section 3.18, Section 3.27 and Section 6.11, the Purchase Price for such REO
Property shall instead equal the aggregate of the amounts described in clauses
(a), (b), (c) and (d) above with respect to all of the REO Mortgage Loans
comprising such Loan Combination.

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

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

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

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

          "Rated Final Distribution Date" shall mean the Distribution Date in
April 2041.

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

          "Realized Loss" shall mean:

          (1) with respect to each Trust Mortgage Loan and Serviced Non-Trust
     Mortgage Loan as to which a Final Recovery Determination has been made, or
     with respect to any REO Mortgage Loan as to which a Final Recovery
     Determination has been made as to the related REO Property, or with respect
     to any Trust Mortgage Loan that was the subject of a Cash-Based Permitted
     Purchase for less than the applicable Purchase Price, an amount (not less
     than zero) equal to the excess, if any, of (a) the sum of (i) the unpaid
     principal balance of such Mortgage Loan or REO Mortgage Loan, as the case
     may be, as of the commencement of the applicable Collection Period in which
     the Final Recovery Determination or purchase, as the case may be, was made,
     plus (ii) without taking into account the amount described in subclause
     (1)(b) of this


                                      -71-




     definition, all accrued but unpaid interest on such Mortgage Loan or such
     REO Mortgage Loan, as the case may be, to but not including the Due Date in
     the applicable Collection Period in which the Final Recovery Determination
     or purchase, as the case may be, was made (exclusive, however, of any
     portion of such accrued but unpaid interest that represents Default
     Interest or, in the case of an ARD Mortgage Loan or any successor REO
     Mortgage Loan with respect thereto after its Anticipated Repayment Date,
     Additional Interest), over (b) all payments and proceeds, if any, received
     in respect of such Mortgage Loan or, to the extent allocable to such REO
     Mortgage Loan, the related REO Property, as the case may be, during the
     applicable Collection Period in which such Final Recovery Determination or
     purchase, as the case may be, was made, insofar as such payments and
     proceeds are allocable to interest (other than Default Interest and
     Additional Interest) on or principal of such Mortgage Loan or REO Mortgage
     Loan; provided that, in the case of any Outside Serviced Trust Mortgage
     Loan or any related REO Trust Mortgage Loan that was the subject of a Final
     Recovery Determination or a Cash-Based Permitted Purchase under the related
     Outside Servicing Agreement and/or the related Co-Lender Agreement,
     references to "Collection Period" in this clause (1) shall mean the related
     Underlying Collection Period;

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

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

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

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


                                      -72-




the Master Servicer or any of its Sub-Servicers, the Special Servicer or any of
its Sub-Servicers or the Trustee, as the case may be, in any event on behalf of
the Trust.

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

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

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

          "Registered Certificate" shall mean any Certificate that has been the
subject of registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-AB, Class A-2, Class A-M and Class A-J Certificates are
Registered Certificates.

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

          "Regulation AB" shall mean Part 229 of Title 17 of the Code of Federal
Regulations - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections
229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Commission, or
as may be provided by the Commission or its staff from time to time.

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

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

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

          "Relevant Servicing Criteria" means, with respect to any of the
various parties listed on Exhibit T, the Servicing Criteria applicable to the
subject party, as set forth on Exhibit T attached hereto (as such Exhibit T may
be updated or limited (including, without limitation, by not requiring delivery
of certain of the items set forth therein) based on interpretive guidance
relating to Item 1122 of Regulation AB provided by the Commission or its staff,
which update or limitation is reasonably agreed to by the parties hereto). For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Sub-Servicing Function
Participant engaged by the Trustee, the Master Servicer or the Special Servicer,
the term "Relevant Servicing Criteria" shall refer to the respective portions of
the Relevant Servicing Criteria applicable to the Master Servicer, the Special


                                      -73-




Servicer or the Trustee that the Sub-Servicing Function Participant has been
engaged to perform or has performed.

          "Remaining Adjusted Principal Distribution Amount" shall mean, with
respect to any Class of Class B Through T Certificates for any Distribution
Date, an amount equal to the Adjusted Principal Distribution Amount for such
Distribution Date, reduced by all distributions of principal to be made on such
Distribution Date: (i) pursuant to Section 4.01(a) with respect to the Senior
Class A Certificates (exclusive of the Class A-2FL Certificates), the Class
A-2FL REMIC III Regular I interest, the Class A-M Certificates and the Class A-J
Certificates; and (ii) pursuant to Section 4.01(b) with respect to any and all
other Classes of the Class B Through T Certificates that evidence a right to
payment in accordance with such Section 4.01(b) that is prior to the right to
payment evidenced by the subject Class of Class B Through T Certificates. The
priority of payments on the various Classes of the Class B Through T
Certificates under Section 4.01(b) shall be consistent with the alphabetic order
of the respective Class designations of such Classes of Certificates, with the
Class B Certificates entitling the Holders thereof to the highest payment
priority under Section 4.01(b) as among the respective Classes of the Class B
Through T Certificates and the Class T Certificates entitling the Holders
thereof to the lowest payment priority under Section 4.01(b) as among the
respective Classes of the Class B Through T Certificates.

          "Remaining Available Distribution Amount" shall mean, with respect to
any Class of Class B Through T Certificates for any Distribution Date, an amount
equal to the Available Distribution Amount for such Distribution Date, reduced
by all distributions to be made on such Distribution Date: (i) pursuant to
Section 4.01(a) with respect to the Senior Certificates (exclusive of the Class
A-2FL Certificates), the Class A-2FL REMIC III Regular I Interest, the Class A-M
Certificates and the Class A-J Certificates; and (ii) pursuant to Section
4.01(b) with respect to any and all other Classes of the Class B Through T
Certificates that evidence a right to payment in accordance with such Section
4.01(b) that is prior to the right to payment evidenced by the subject Class of
Class B Through T Certificates. The priority of payments on the various Classes
of the Class B Through T Certificates under Section 4.01(b) shall be consistent
with the alphabetic order of the respective Class designations of such Classes
of Certificates, with the Class B Certificates entitling the Holders thereof to
the highest payment priority under Section 4.01(b) as among the respective
Classes of the Class B Through T Certificates and the Class T Certificates
entitling the Holders thereof to the lowest payment priority under Section
4.01(b) as among the respective Classes of the Class B Through T Certificates.

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

          "REMIC I" shall mean the segregated pool of assets constituting the
primary trust created hereby and to be administered hereunder with respect to
which a separate REMIC election is to be made, and consisting of: (i) any Loan
REMIC Regular Interests; (ii) the Trust Mortgage Loans (exclusive of any Early
Defeasance Trust Mortgage Loans) as from time to time are subject to this
Agreement and all payments under and proceeds of such Trust Mortgage Loans
Received by the Trust after the Closing Date (other than any such payments
and/or proceeds that represent (A) scheduled payments of interest and principal
due in respect of the Trust Mortgage Loans on or before the Cut-off Date or (B)
Additional Interest Received by the Trust in respect of the ARD Trust Mortgage
Loans, if any, after their respective Anticipated Repayment Dates), together
with all documents included in the related Mortgage Files; (iii) any REO
Properties (other than an REO Property acquired in respect of any Early
Defeasance Trust


                                      -74-




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

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

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

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


                                      -75-




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

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

          "REMIC III" shall mean the segregated pool of assets consisting of all
of the REMIC II Regular Interests conveyed in trust to the Trustee for the
benefit of the Holders of the REMIC III Certificates and Grantor Trust A-2FL, as
the holder of the Class A-2FL REMIC III Regular Interest, pursuant to Section
2.11, with respect to which a separate REMIC election is to be made.

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

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

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

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

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

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

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

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

          "REO Mortgage Loan" shall mean the mortgage loan (or, if a Serviced
Loan Combination is involved, one of the two or more mortgage loans comprising
such Loan Combination)


                                      -76-




deemed for purposes hereof to be outstanding with respect to each REO Property.
Each REO Mortgage Loan shall be deemed to relate to and succeed the Mortgage
Loan (or, in the case of any REO Property that relates to a Serviced Loan
Combination, one of the two or more Mortgage Loans or, in the case of any REO
Property that relates to an Outside Serviced Loan Combination, the Trust
Mortgage Loan) relating to the subject REO Property. Each REO Mortgage Loan
shall be deemed to provide for monthly payments of principal and/or interest
equal to its Assumed Monthly Payment and otherwise to have the same terms and
conditions as its predecessor Mortgage Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust Fund or, if
applicable in the case of any REO Property that relates to a Loan Combination,
on behalf of the Trust and the related Non-Trust Mortgage Loan Noteholder(s)).
Each REO Mortgage Loan shall be deemed to have an initial unpaid principal
balance and, if applicable hereunder, an initial Stated Principal Balance equal
to the unpaid principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan as of the date of the related REO Acquisition. All
Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in
the case of a Balloon Mortgage Loan delinquent in respect of its Balloon
Payment) and other amounts due and owing, or deemed to be due and owing, in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, shall be deemed to continue to be due and owing in respect of an
REO Mortgage Loan. Amounts Received by the Trust (or, if applicable, received on
behalf of the related Serviced Non-Trust Mortgage Loan Noteholder) with respect
to each REO Mortgage Loan (after provision for amounts to be applied to the
payment of, or to be reimbursed to the Master Servicer or the Special Servicer
for the payment of, the costs of operating, managing and maintaining any related
Administered REO Property or for the reimbursement of the Master Servicer, the
Special Servicer, the Trustee or any Fiscal Agent for any other related
Servicing Advances (but otherwise without regard to any P&I Advances, interest
on Advances, fees, costs, expenses and other potential Additional Trust Fund
Expenses payable or reimbursable therefrom until after the following
applications have been made) shall be treated: first, as a recovery of accrued
and unpaid interest on such REO Mortgage Loan at the related Mortgage Rate (net,
in the case of any successor REO Mortgage Loan in respect of an Outside Serviced
Trust Mortgage Loan, of any related Outside Servicing Fees payable therefrom) to
but not including the Due Date in the related Collection Period of receipt
(exclusive, however, in the case of an REO Mortgage Loan that relates to an ARD
Mortgage Loan after its Anticipated Repayment Date, of any such accrued and
unpaid interest that constitutes Additional Interest); second, as a recovery of
principal of such REO Mortgage Loan to the extent of its entire unpaid principal
balance; third, in accordance with the normal servicing practices of the Master
Servicer, as a recovery of any other amounts (or, in the case of an REO Mortgage
Loan in respect of an Outside Serviced Trust Mortgage Loan, any Prepayment
Consideration) due and owing in respect of such REO Mortgage Loan (exclusive,
however, in the case of an REO Mortgage Loan that relates to an ARD Mortgage
Loan after its Anticipated Repayment Date, of any such accrued and unpaid
interest that constitutes Additional Interest); and fourth, in the case of an
REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, as a recovery of accrued and unpaid Additional Interest on such
REO Mortgage Loan; provided that, in the case of an REO Mortgage Loan in respect
of an Outside Serviced Trust Mortgage Loan, if an allocation in accordance with
this sentence would conflict with remittance reports from the applicable Outside
Servicer, the Master Servicer shall, in the absence of actual knowledge of an
error, rely on the allocation in such remittance reports; and provided, further,
that, if one or more Advances previously made in respect of an REO Trust
Mortgage Loan have been reimbursed out of general collections of principal on
the Mortgage Pool as one or more Nonrecoverable Advances, then collections in
respect of such REO Trust Mortgage Loan available for application pursuant to
clauses first through fourth of this sentence (but without regard to the
parenthetical above in


                                      -77-




this sentence that begins "but otherwise without regard...") shall instead be
applied in the following manner--(i) as a recovery of accrued and unpaid
interest on, and principal of, such REO Trust Mortgage Loan, to the extent of
any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such
REO Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such
previously reimbursed Nonrecoverable Advance(s) were made (together with any
interest on such previously reimbursed Nonrecoverable Advance(s) that was also
paid out of general collections of principal on the Mortgage Pool), and (iii) in
accordance with clauses first through fourth of this sentence (taking into
account the applications pursuant to clauses (i) and (ii) of this proviso); and
provided, further, that if the Mortgage Loans comprising any Serviced Loan
Combination become REO Mortgage Loans, amounts (other than Loss of Value
Payments and Reserve Collateral deemed to constitute Liquidation Proceeds with
respect to the REO Trust Mortgage Loan in such Serviced Loan Combination and
other than Liquidation Proceeds resulting from the purchase of the Trust's
interest in any related REO Property pursuant to or as contemplated by Section
2.03) received with respect to such REO Mortgage Loans shall be applied to
amounts due and owing in respect of such REO Mortgage Loans as provided in the
related Co-Lender Agreement; and provided, further, that Reserve Collateral (or
any proceeds thereof) and Loss of Value Payments shall not be applied in
accordance with the foregoing provisions of this definition unless and until
such amounts are transferred to the Pool Custodial Account, and deemed to
constitute Liquidation Proceeds in respect of a particular REO Trust Mortgage
Loan, in accordance with Section 3.27 and Section 3.05(e), respectively.
Notwithstanding the foregoing, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including any unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances, together with any interest accrued and payable to the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in respect of
such Servicing Advances and P&I Advances in accordance with Sections 3.11(g) and
4.03(d), respectively, shall continue to be payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee or such Fiscal Agent, as the
case may be, in respect of an REO Mortgage Loan. The foregoing allocations are
not intended to limit the rights of the parties hereunder to reimbursements or
indemnities to which they are otherwise entitled hereunder.

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

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

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


                                      -78-




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

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

          "Required Appraisal" shall mean, with respect to each Required
Appraisal Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the party required or authorized to obtain
such appraisal hereunder, which appraisal shall be prepared in accordance with
12 CFR Section 225.62 and conducted in accordance with the standards of the
Appraisal Institute.

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

          (i) that becomes a Modified Loan;

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

          (iii) that is delinquent in respect of its Balloon Payment, if any,
     (A) except as described in clause (B) below, for 60 days beyond the date on
     which such Balloon Payment was due or (B) if the related Mortgagor shall
     have delivered a refinancing commitment acceptable to the Special Servicer
     prior to the date occurring 60 days after the subject Balloon Payment was
     due, for 120 days beyond the date on which such Balloon Payment was due (or
     for such shorter period ending on the date on which it is determined that
     the refinancing could not reasonably be expected to occur);

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

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

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

          (vii) that remains outstanding five (5) years following any extension
     of its maturity date pursuant to Section 3.20;

provided that all of the Mortgage Loans comprising a Serviced Loan Combination
shall, upon the occurrence of any of the events described in clauses (i) through
(vii) of this definition in respect of any such Mortgage Loan, be deemed to be a
single "Required Appraisal Loan". Any Required Appraisal Loan (unless it became
such because of the event described in clause (vii) above) shall cease to be
such at such time as it has become a Corrected Mortgage Loan (assuming such
Required Appraisal Loan was a Specially Serviced Mortgage Loan), it has remained
current for at least three consecutive Monthly Payments, and no other event
described in clauses (i) through (vii) above has occurred with respect


                                      -79-




thereto during the preceding three-month period. The term "Required Appraisal
Loan" shall include any successor REO Mortgage Loan(s) in respect of a Serviced
Trust Mortgage Loan or Serviced Loan Combination. In no event shall any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto or any Outside Serviced Loan Combination constitute a Required
Appraisal Loan hereunder.

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

          "Required Insurer Rating" shall mean:

          (i)  for purposes of Sections 3.07(a) and 3.07(b), a "claims paying
               ability", "financial strength" or comparable rating, as
               applicable, of at least "A" from S&P, "A3" from Moody's (or, if
               not then rated by Moody's, an equivalent rating thereto from at
               least one nationally recognized statistical rating agency in
               addition to S&P or a rating of "A:IX" or better from A.M. Best's
               Key Rating Guide) and, if applicable, the equivalent rating from
               any Other Rating Agency (if then rated by such Other Rating
               Agency) or, in the case of any such rating agency, such lower
               rating as will not result in an Adverse Rating Event with respect
               to any Class of Certificates or any class of Specially Designated
               Non-Trust Mortgage Loan Securities rated by such rating agency
               (as evidenced in writing by such rating agency); and

          (ii) for purposes of Section 3.07(c), a "claims paying ability",
               "financial strength" or comparable rating, as applicable, of at
               least "A" from S&P, "A2" from Moody's (or, if not then rated by
               Moody's, an equivalent rating thereto from at least one
               nationally recognized statistical rating agency in addition to
               S&P or a rating of "A:IX" or better from A.M. Best's Key Rating
               Guide) and, if applicable, the equivalent rating from any Other
               Rating Agency (if then rated by such Other Rating Agency) or, in
               the case of any such rating agency, such lower rating as will not
               result in an Adverse Rating Event with respect to any Class of


                                      -80-




               Certificates or any class of Specially Designated Non-Trust
               Mortgage Loan Securities rated by such rating agency (as
               evidenced in writing by such rating agency);

provided that, in the case of clause (i) of this definition, the references to
any Other Rating Agency and any rating thereby shall not apply unless the
subject insurance relates to a Serviced Loan Combination that includes a
Specially Designated Securitized Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with respect thereto and one or more classes of the related
Specially Designated Non-Trust Mortgage Loan Securities are rated by any Other
Rating Agency and, in the case of clause (ii) of this definition, the references
to any Other Rating Agency that is not also a Rating Agency and any rating
thereof shall not apply unless one or more classes of any Specially Designated
Non-Trust Mortgage Loan Securities are rated by any Other Rating Agency that is
not also a Rating Agency.

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

          "Reserve Collateral" shall mean, with respect to any Serviced
Senior/Subordinate Loan Combination, any securities, letters of credit, cash or
other collateral permitted to be delivered by a Serviced Subordinate Non-Trust
Mortgage Loan Noteholder to offset, reduce or otherwise mitigate an Appraisal
Reduction Amount in accordance with the related Co-Lender Agreement.

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

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

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

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

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

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


                                      -81-




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

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

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

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

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

          "Sears Tower Co-Lender Agreement" shall mean the Co-Lender Agreement
with respect to the Sears Tower Loan Combination.

          "Sears Tower Loan Combination" shall mean the Loan Combination that is
secured by a Mortgage encumbering the Sears Tower Mortgaged Property.

          "Sears Tower Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as Sears Tower.

          "Sears Tower Non-Trust Mortgage Loan" shall mean a Non-Trust Mortgage
Loan included in the Sears Tower Loan Combination.

          "Sears Tower Servicing Agreement" shall mean the pooling and servicing
agreement dated as of April 11, 2007 among SASCO II as depositor, Wachovia Bank,
National Association, as master servicer, LNR Partners, Inc. as special
servicer, and LaSalle Bank National Association, as trustee, or any successor
servicing agreement with respect to the Sears Tower Loan Combination in
accordance with the Sears Tower Co-Lender Agreement.

          "Sears Tower Trust Mortgage Loan" shall mean the Trust Mortgage Loan
included in the Sears Tower Loan Combination.


                                      -82-




          "Secondary Guarantor" shall have the meaning assigned thereto in
Section 3.09(i).

          "Secondary Guaranty Agreements" shall have the meaning assigned
thereto in Section 3.09(i).

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

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

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

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

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

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

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

          (vi)  following the expiration of the 15-day period set forth in
                clause (v) above, notification of the election by the Master
                Servicer or the Special Servicer, as


                                      -83-




                applicable, to perform the cure obligations with respect to the
                subject Material Document Defect; and/or

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

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

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

          "Senior Certificate" shall mean any Class A-1, Class A-AB, Class A-2,
Class A-2FL or Class X Certificate.

          "Senior Class A Certificate" shall mean any Class A-1, Class A-AB,
Class A-2 or Class A-2FL Certificates.

          "Senior Class A Principal Distribution Cross-Over Date" shall mean the
Distribution Date on which the aggregate of the Class Principal Balances of the
Class A-M, Class A-J, Class B, Class


                                      -84-




C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P, Class Q, Class S and Class T Certificates, is reduced to
zero.

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

          "Serviced A/B Loan Combination" shall mean a Serviced Loan Combination
that consists of only a Trust Mortgage Loan (or any successor REO Mortgage Loan
with respect thereto) and one (1) or more Subordinate Non-Trust Mortgage Loans
(or any successor REO Mortgage Loan(s) with respect thereto).

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

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

          "Serviced Loan Combination Change of Control Event" shall mean the
Loan Combination Change of Control Event for any Serviced Senior/Subordinate
Loan Combination.

          "Serviced Loan Combination Controlling Party" shall mean the Loan
Combination Controlling Party for any Serviced Loan Combination.

          "Serviced Loan Combination Directing Lender" shall mean the Loan
Combination Directing Lender for any Serviced Loan Combination.

          "Serviced Mortgage Loan" shall mean each Mortgage Loan (including a
Specially Serviced Mortgage Loan), other than any Outside Serviced Mortgage
Loan.

          "Serviced Non-Trust Mortgage Loan" shall mean each Non-Trust Mortgage
Loan that is part of a Serviced Loan Combination.

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

          "Serviced Note B Non-Trust Mortgage Loan" shall mean a Non-Trust
Mortgage Loan that is included in a Serviced A/B Loan Combination.

          "Serviced Pari Passu Loan Combination" shall mean a Pari Passu Loan
Combination that is also a Serviced Loan Combination.

          "Serviced Pari Passu Non-Trust Mortgage Loan" shall mean a Pari Passu
Non-Trust Mortgage Loan that is also a Serviced Non-Trust Mortgage Loan.

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


                                      -85-




          "Serviced Senior/Subordinate Loan Combination" shall mean each of the
Serviced A/B Loan Combinations and any other Serviced Loan Combination that
includes a Subordinate Non-Trust Mortgage Loan.

          "Serviced Senior Trust Mortgage Loan" shall mean a Combination Trust
Mortgage Loan that is a part of a Serviced Senior/Subordinate Loan Combination.

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

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

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

          "Servicer" shall mean any servicer (within the meaning of Item 1101(j)
of Regulation AB) with respect to the Subject Securitization Transaction.

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

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

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

          "Servicer Reports" shall mean each of the files, reports and templates
comprising the CMSA Investor Reporting Package (excluding the CMSA Bond Level
File, the CMSA Collateral Summary File and each of the templates identified
under clause (c)(iii) through clause (c)(vi) of the definition of "CMSA Investor
Reporting Package") and the Supplemental Reports.

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

          "Servicing Advances" shall mean all customary, reasonable and
necessary "out of pocket" costs and expenses (including attorneys' fees and fees
and expenses of real estate brokers) incurred by the Master Servicer, the
Special Servicer, any Fiscal Agent or the Trustee in connection with


                                      -86-




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

          "Servicing Criteria" shall mean the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, as such may be amended from time to time.

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

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

          "Servicing Function Participant" shall mean any of: (i) the Master
Servicer; (ii) the Special Servicer; (iii) the Trustee; and (iv) any other party
hereto, in addition to the Master Servicer, the Special Servicer and the
Trustee, that is a "party participating in the servicing function" (within the
meaning of the instructions to Item 1122 of Regulation AB) as regards the Trust
Fund.

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

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


                                      -87-




          "Servicing Representative" shall mean, with respect to the Master
Servicer, the Special Servicer or the Trustee, any other Person (including any
Sub-Servicer, subcontractor, vendor or agent) retained or engaged thereby to
perform any duties in connection with this Agreement or all or any portion of
the Trust Fund, the performance of which duties would cause such other Person to
be, or result in such other Person being, a Servicer or a Sub-Servicing Function
Participant.

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

          "Servicing Standard" shall mean, with respect to the Master Servicer
or the Special Servicer, to service and administer the Serviced Mortgage Loans
and any Administered REO Properties that such party is obligated to service and
administer pursuant to this Agreement: (i) in accordance with the higher of the
following standards of care: (A) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or the
Special Servicer, as the case may be, services and administers comparable
mortgage loans with similar borrowers and comparable foreclosure properties for
other third-party portfolios (giving due consideration to the customary and
usual standards of practice of prudent institutional commercial mortgage lenders
servicing their own mortgage loans and foreclosure properties), and (B) the same
manner in which, and with the same care, skill, prudence and diligence with
which, the Master Servicer or Special Servicer, as the case may be, services and
administers comparable mortgage loans and foreclosure properties owned by the
Master Servicer or Special Servicer, as the case may be, and in the case of
either (A) or (B) above exercising reasonable business judgment and acting in
accordance with applicable law, the terms of this Agreement and the terms of the
respective Serviced Mortgage Loans and any applicable co-lender, intercreditor
and/or similar agreements; (ii) with a view to the timely recovery of all
payments of principal and interest, including Balloon Payments, under the
Serviced Mortgage Loans or, in the case of any such Serviced Mortgage Loan that
is (A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage Loan as to
which the related Mortgaged Property has become an REO Property, the
maximization of recovery on the subject Serviced Mortgage Loan to the
Certificateholders (as a collective whole) (or, if a Serviced Loan Combination
is involved, the maximization of recovery on such Loan Combination to the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)) of principal and interest, including
Balloon Payments, on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders
(or, if a Serviced Loan Combination is involved, to the Certificateholders and
the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective
whole)) to be performed at the related Mortgage Rate (or, in the case of a
Serviced Loan Combination, at the weighted average of the respective Mortgage
Rates for the Mortgage Loans that comprise such Loan Combination); and (iii)
without regard to (A) any relationship, including as lender on any other debt
(including mezzanine debt or a Non-Trust Mortgage Loan), that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
may have with any of the related Mortgagors, or any Affiliate thereof, or any
other party to this Agreement, (B) the ownership of any Certificate or any
direct or indirect interest in a Non-Trust Mortgage Loan by the Master Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof, (C) the
obligation of the Master Servicer or the Special Servicer, as the case may be,
to make Advances, (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof, to receive compensation or
reimbursement of costs hereunder generally or with respect to any particular
transaction, and (E) the ownership, servicing or management for others of any
other mortgage loan or real property not subject to this Agreement by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof.


                                      -88-




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

          "Significant Obligor" shall mean: (a) any obligor (as defined in Item
1101(i) of Regulation AB) or group of affiliated obligors on any Trust Mortgage
Loan or group of Trust Mortgage Loans that represent, as of the Closing Date,
10% or more of the Mortgage Pool (by Cut-off Date Balance); or (b) any single
Mortgaged Property or group of Mortgaged Properties securing any Trust Mortgage
Loan or group of cross-collateralized and/or cross-defaulted Trust Mortgage
Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool
(by Cut-off Date Balance). The only Significant Obligors are (i) the Mortgaged
Properties identified on the Trust Mortgage Loan Schedule by the following
names, together with the Mortgagors under the related Trust Mortgage Loans: (A)
Westfield Southlake and (B) Chevy Chase Center and (ii) The Chevy Chase Land
Company of Montgomery County, Maryland, the owner of the Chevy Chase Center
Mortgaged Property.

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

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

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

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

          "Special Servicer Indemnification Agreement" shall mean the Special
Servicer Indemnification Agreement dated as of April 17, 2008, between the
initial Special Servicer, the Depositor and the Underwriters.


                                      -89-




          "Special Servicer Reportable Event" shall mean any of the following
events, conditions, circumstances and/or matters:

               (i) the entry into or amendment to a definitive agreement that is
     material to the Subject Securitization Transaction, including, for example,
     a servicing agreement with a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB, but only if the Special Servicer or any Servicing
     Representative of the Special Servicer is a party to such agreement or has
     entered into such agreement on behalf of the Trust (ITEM 1.01 ON FORM 8-K);

               (ii) the termination of a definitive agreement that is material
     to the Subject Securitization Transaction (otherwise than by expiration of
     the agreement on its stated termination date or as a result of all parties
     completing their obligations under such agreement), but only if the Special
     Servicer or any Servicing Representative of the Special Servicer is a party
     to such agreement or has entered into such agreement on behalf of the Trust
     (ITEM 1.02 ON FORM 8-K);

               (iii) the appointment of a receiver, fiscal agent or similar
     officer for any Material Debtor in a proceeding under the U.S. Bankruptcy
     Code or in any other proceeding under state or federal law in which a court
     or governmental authority has assumed jurisdiction over substantially all
     of the assets or business of any Material Debtor, including where such
     jurisdiction has been assumed by leaving the existing directors and
     officers in possession but subject to the supervision and orders of a court
     or governmental authority, but only if the subject Material Debtor is (A)
     the Special Servicer, (B) any Servicing Representative of the Special
     Servicer that constitutes a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB or (C) any Significant Obligor with respect to a Specially
     Serviced Mortgage Loan (ITEM 1.03(a) ON FORM 8-K);

               (iv) the entry of an order confirming a plan of reorganization,
     arrangement or liquidation of a Material Debtor by a court or governmental
     authority having supervision or jurisdiction over substantially all of the
     assets or business of such Material Debtor, but only if the subject
     Material Debtor is (A) the Special Servicer, (B) any Servicing
     Representative of the Special Servicer that constitutes a Servicer
     contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
     Obligor with respect to a Specially Serviced Mortgage Loan (ITEM 1.03(b) ON
     FORM 8-K);

               (v) any resignation, removal, replacement or substitution of (A)
     the Special Servicer or (B) any Servicing Representative of the Special
     Servicer that constitutes a Servicer contemplated by Item 1108(a)(2) of
     Regulation AB (ITEM 6.02 ON FORM 8-K);

               (vi) any appointment of (A) a new Special Servicer or (B) any new
     Servicing Representative of the Special Servicer that constitutes a
     Servicer contemplated by Item 1108(a)(2) of Regulation AB (ITEM 6.02 ON
     FORM 8-K);

               (vii) any nonpublic disclosure, by the Special Servicer or any
     Servicing Representative of the Special Servicer, with respect to the
     Subject Securitization Transaction (other than disclosure required or
     expressly permitted by this Agreement) that is required to be disclosed by
     Regulation FD (17 C.F.R. Sections 243.100 through 243.103) (ITEM 7.01 ON
     FORM 8-K);


                                      -90-




               (viii) any other information of importance to Certificateholders
     (determined by the Special Servicer in accordance with the Servicing
     Standard) that (A) is not otherwise required to be included in the
     Distribution Date Statement or any other report to be delivered or
     otherwise made available to Certificateholders hereunder, (B) the Special
     Servicer has determined, in accordance with the Servicing Standard, is
     reasonably likely to have an adverse effect on payments to the Holders of
     any Class of Registered Certificates or a material adverse effect on
     payments to the Holders of any Class of Non-Registered Certificates, and
     (C) is directly related to a Specially Serviced Mortgage Loan (ITEM 8.01 ON
     FORM 8-K);

               (ix) the commencement or termination of, or any material
     developments regarding, any legal proceedings pending against any Material
     Litigant, or of which any property of a Material Litigant is the subject,
     or any threat by a governmental authority to bring any such legal
     proceedings, that are material to Certificateholders, but only if the
     Special Servicer is controlling the subject litigation or if the subject
     Material Litigant is (A) the Special Servicer, (B) any Servicing
     Representative of the Special Servicer that constitutes a Servicer
     contemplated by Item 1108(a)(3) of Regulation AB or (C) any Significant
     Obligor with respect to a Specially Serviced Mortgage Loan (ITEM 2 ON FORM
     10-D AND GENERAL INSTRUCTION J TO FORM 10-K);

               (x) the receipt by the Special Servicer or by any Servicing
     Representative of the Special Servicer of any updated financial statements,
     balance sheets, rent rolls or other financial information regarding any
     Significant Obligor with respect to a Specially Serviced Mortgage Loan that
     is required to be provided under Item 1112(b) of Regulation AB (ITEM 6 ON
     FORM 10-D AND GENERAL INSTRUCTION J TO FORM 10-K);

               (xi) to the extent not otherwise disclosed in the Prospectus
     Supplement or previously included in a report delivered by the Special
     Servicer to the Trustee and the Depositor in accordance with Section
     8.15(b), whether the Special Servicer has become an affiliate (as defined
     in Rule 405 of the Securities Act) of any of (A) the Trust, (B) an
     Unaffiliated Mortgage Loan Seller, (C) the Trustee, (D) the Master
     Servicer, (E) any Outside Servicer or Outside Trustee that constitutes a
     Servicer contemplated by Item 1108(a)(3) of Regulation AB, (F) any
     Servicing Representative of the Special Servicer that constitutes a
     Servicer contemplated by Item 1108(a)(3) of Regulation AB or (G) any
     Significant Obligor (GENERAL INSTRUCTION J TO FORM 10-K);

               (xii) to the extent not otherwise disclosed in the Prospectus
     Supplement, any business relationship, agreement, arrangement, transaction
     or understanding contemplated by Item 1119(b) of Regulation AB between an
     Unaffiliated Mortgage Loan Seller or the Trust, on the one hand, and the
     Special Servicer or any Servicing Representative of the Special Servicer,
     on the other hand (GENERAL INSTRUCTION J TO FORM 10-K); and

               (xiii) to the extent not otherwise disclosed in the Prospectus
     Supplement, any specific relationship involving or relating to the Subject
     Securitization Transaction or the Mortgage Loans contemplated by Item
     1119(c) of Regulation AB between an Unaffiliated Mortgage Loan Seller or
     the Trust, on the one hand, and the Special Servicer or any Servicing
     Representative of the Special Servicer, on the other hand (GENERAL
     INSTRUCTION J TO FORM 10-K).


                                      -91-




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

          "Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property, 0.25% per annum.

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

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

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

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

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

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

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

          "Specially Designated Non-Trust Mortgage Loan Securities" shall mean
any Non-Trust Mortgage Loan Securities backed, either solely or together with
one or more other mortgage assets, by a Specially Designated Securitized
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

          "Specially Designated Securitized Non-Trust Mortgage Loan" shall mean
any Serviced Non-Trust Mortgage Loan that: (a) either is a Pari Passu Non-Trust
Mortgage Loan or has an unpaid principal balance as of the Closing Date of
$20,000,000 or more; and (b) is included in a rated commercial mortgage
securitization.


                                      -92-




          "Specially Designated Servicing Action" means:

          (a) with respect to each Serviced Loan Combination or any related REO
Property, any of the particular servicing or administrative actions specified in
the related Co-Lender Agreement, as to which the related Serviced Loan
Combination Controlling Party has consent or approval rights and which are in
the nature of (but neither limited to nor inclusive of all) the actions
contemplated by clause (b) of this definition; and

          (b) with respect to each Serviced Mortgage Loan that is not part of,
and each Administered REO Property that does not relate to, a Serviced Loan
Combination, any of the following actions--

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

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

               (iii) any modification, extension, amendment or waiver of a
     material monetary term (excluding the waiver of Default Charges) or any
     material non-monetary term (including any material term relating to
     insurance) of a Performing Serviced Mortgage Loan,

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

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

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

               (vii) any release of collateral for any Specially Serviced
     Mortgage Loan, other than any release of collateral that (A) is required by
     the terms of such Mortgage Loan (with no material discretion by the
     mortgagee), (B) occurs upon satisfaction of such Mortgage Loan, or (C)
     occurs in connection with a defeasance,

               (viii) any release of a parcel of land with respect to a
     Performing Serviced Mortgage Loan, provided that in any event this clause
     (viii) shall not apply to any release of collateral that (A) is required by
     the terms of such Mortgage Loan (with no material discretion by the
     mortgagee), (B) occurs upon satisfaction of such Mortgage Loan, (C) occurs
     in connection with a defeasance, or (D) may be approved by the Master
     Servicer pursuant to Section 3.20(c),


                                      -93-




               (ix) any acceptance of substitute or additional collateral for a
     Serviced Mortgage Loan, other than any acceptance of substitute or
     additional collateral that (A) is required by the terms of such Mortgage
     Loan (with no material discretion by the mortgagee), (B) occurs in
     connection with a defeasance, or (C) may be approved by the Master Servicer
     pursuant to Section 3.20(c),

               (x) any acceptance of a change in the property management
     company, other than as required by the terms of such Serviced Mortgage Loan
     (with no material discretion by the mortgagee), provided that the unpaid
     principal balance of the related Serviced Mortgage Loan is greater than
     $5,000,000,

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

               (xii) any acceptance of an assumption agreement releasing a
     Mortgagor from liability under any Serviced Mortgage Loan;

     provided that, as used in clauses (b)(vii) through (b)(x) above, the term
     "material discretion" shall mean that the relevant decision is in the
     discretion of the mortgagee, and such decision is not based upon the
     satisfaction of specified objective conditions, the satisfactory delivery
     of certain factual evidence or opinions or the satisfaction of any other
     specified objective criteria that is set forth in the related Mortgage Loan
     documents.

          "Specially Serviced Mortgage Loan" shall mean, subject to the
following paragraphs of this definition, any Serviced Mortgage Loan as to which
any of the following events has occurred:

               (a) the related Mortgagor (or any related guarantor) has failed
     to make when due any Monthly Payment (including a Balloon Payment), which
     failure continues, or which failure the Master Servicer or (with the
     consent of the Controlling Class Representative) the Special Servicer
     determines, in each case in accordance with the Servicing Standard, will
     continue, unremedied (without regard to any grace period) by the related
     Mortgagor, any related guarantor or otherwise (including, in the case of a
     Serviced Combination Trust Mortgage Loan, by a related Serviced Non-Trust
     Mortgage Loan Noteholder exercising any cure rights under the related
     Co-Lender Agreement) (i) except in the case of a Balloon Mortgage Loan
     delinquent in respect of its Balloon Payment, for 60 days beyond the date
     on which the subject payment was due, or (ii) solely in the case of a
     delinquent Balloon Payment, (A) except as described in clause (B) below,
     for 60 days beyond the date on which the subject Balloon Payment was due or
     (B) in the case of a Balloon Mortgage Loan as to which the related
     Mortgagor shall have delivered a refinancing commitment acceptable to the
     Special Servicer prior to the date occurring 60 days after the subject
     Balloon Payment was due, for 120 days beyond the date on which the subject
     Balloon Payment was due (or for such shorter period ending on the date on
     which it is determined that the refinancing could not reasonably be
     expected to occur); or

               (b) there shall have occurred a default (other than as described
     in clause (a) above and other than an Acceptable Insurance Default) that
     (i) the Master Servicer or the Special Servicer has determined, in each
     case in accordance with the Servicing Standard, materially impairs the
     value of the related Mortgaged Property as security for such Serviced
     Mortgage Loan or otherwise materially adversely affects the interests of
     Certificateholders (or, in the case of a


                                      -94-




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

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

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

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

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


                                      -95-




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

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

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

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

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

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

          The Special Servicer may, absent manifest error, conclusively rely on
the Master Servicer's determination as to whether a Servicing Transfer Event has
occurred giving rise to a Serviced Mortgage Loan's becoming a Specially Serviced
Mortgage Loan.

          Except as provided below in this sentence, if any Mortgage Loan that
is part of a Serviced Loan Combination becomes a Specially Serviced Mortgage
Loan, then the other Mortgage Loan or each of the other Mortgage Loans, as the
case may be, in such Loan Combination shall also become a Specially Serviced
Mortgage Loan; provided that if, subject to the terms, conditions and
limitations of the related Co-Lender Agreement, a Serviced Non-Trust Mortgage
Loan Noteholder prevents the occurrence of a Servicing Transfer Event with
respect to the related Serviced Combination Trust Mortgage Loan through the
exercise of any cure rights granted under the related Co-Lender Agreement with
respect to such Serviced Combination Trust Mortgage Loan, then the existence of
such Servicing Transfer Event with respect to the related Serviced Non-Trust
Mortgage Loan (because any such cure rights do not include the cure of defaults
under the related Serviced Non-Trust Mortgage Loan) will not, in and of itself,
result in any Mortgage Loan that is part of the subject Serviced Loan
Combination becoming a Specially Serviced Mortgage Loan (provided that a
separate Servicing Transfer Event may occur with respect to the subject Serviced
Loan Combination causing the Mortgage Loans comprising such Loan Combination to
become Specially Serviced Mortgage Loans).

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


                                      -96-




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

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

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

          "Stated Principal Balance" shall mean, as of any date of
determination: (a) with respect to any Trust Mortgage Loan and any successor REO
Trust Mortgage Loan with respect thereto, the Cut-off Date Balance of such Trust
Mortgage Loan, as permanently reduced on each Distribution Date (to not less
than zero) by (i) that portion, if any, of the Principal Distribution Amount for
such Distribution Date allocable to such Trust Mortgage Loan (or any such
successor REO Trust Mortgage Loan with respect thereto), without giving effect
to any adjustments pursuant to Section 1.03 in connection with the calculation
of the Adjusted Principal Distribution Amount, and (ii) the principal portion of
any Realized Loss incurred in respect of such Trust Mortgage Loan (or any such
successor REO Trust Mortgage Loan with respect thereto) during the applicable
related Collection Period (or, in the case of a forgiveness of principal, a
Permitted Purchase under the related Outside Servicing Agreement and/or the
related Co-Lender Agreement for less than the related Purchase Price or a Final
Recovery Determination with respect to an Outside Serviced Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, during the
related Underlying Collection Period) (provided that, if some or all of the
principal portion of such Realized Loss constitutes an Advance that previously
reduced the Stated Principal Balance of such Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto by operation of clause
(i) above, then the amount of that Advance included in the principal portion of
such Realized Loss shall not further reduce the Stated Principal Balance of such
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto under this clause (ii)); and (b) with respect to any Serviced Non-Trust
Mortgage Loan and any successor REO Mortgage Loan with respect thereto, the
Cut-off Date Balance of such Non-Trust Mortgage Loan, as permanently reduced on
each related Master Servicer Remittance Date (to not less than zero) by (i) any
principal amounts in respect of such Non-Trust Mortgage Loan (or any such
successor REO Mortgage Loan with respect thereto) distributed to the related
Non-Trust Mortgage Loan Noteholder on such Master Servicer Remittance Date, and
(ii) the principal portion of any Realized Loss incurred in respect of such
Non-Trust Mortgage Loan (or any such successor REO Mortgage Loan with respect
thereto) in connection with a Liquidation Event or the forgiveness of principal
during the related Collection Period. Notwithstanding the foregoing, if a
Liquidation Event occurs in respect of any Mortgage Loan or any related REO
Property, then the "Stated Principal Balance" of such Mortgage Loan or of any
successor REO Mortgage Loan with respect thereto, as the case may be, shall be
zero commencing as of the first Distribution Date (or, in the case of a Serviced
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto,
the first related Master Servicer Remittance Date) following the


                                      -97-



end of the applicable Collection Period in which such Liquidation Event
occurred; provided that, in the case of an Outside Serviced Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, if the subject
Liquidation Event is a Final Recovery Determination made by the applicable
Outside Servicer with respect to, or a Permitted Purchase under the related
Outside Servicing Agreement and/or the related Co-Lender Agreement of, such
Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, then
references to "Collection Period" in this sentence shall be deemed to mean the
related Underlying Collection Period.

          "Subject Securitization Transaction" shall mean the commercial
mortgage securitization transaction contemplated by this Agreement.

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

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

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

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

          "Sub-Servicer" shall mean any Person engaged by the Master Servicer or
the Special Servicer to perform servicing functions with respect to one or more
Mortgage Loans or REO Properties.

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

          "Sub-Servicing Function Participant" shall mean any Sub-Servicer,
sub-contractor, vendor, agent or other Person acting on behalf of a party
hereto, which Sub-Servicer, sub-contractor, vendor, agent or other Person is a
"party participating in the servicing function" (within the meaning of the
instructions to Item 1122 of Regulation AB) as regards the Trust Fund.

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

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

          "Supplemental Report" shall mean have the meaning assigned thereto in
Section 3.12(d).

          "Swap Guaranty" shall have the meaning set forth in Section 3.29(e).

          "Swap Guarantor" shall have the meaning set forth in Section 3.29(e).

          "Tax Administrator" shall mean any tax administrator appointed
pursuant to Section 8.13 (or, in the absence of any such appointment, the
Trustee).


                                      -98-




          "Tax Matters Person" shall mean, with respect to any REMIC Pool, the
Person designated as the "tax matters person" of such REMIC Pool in the manner
provided under Treasury regulations section 1.860F-4(d) and Treasury regulations
section 301.6231(a)(7)-1, which Person shall be the Plurality Residual Interest
Certificateholder in respect of the related Class of Residual Interest
Certificates.

          "Tax Returns" shall mean the federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC Pool due to its classification as a REMIC
under the REMIC Provisions, and the federal income tax return to be filed on
behalf of each Grantor Trust Pool, if any, due to its classification as a
grantor trust under the Grantor Trust Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state and local tax law.

          "Total Principal Reinstatement Amount" shall mean, with respect to any
Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the lesser of:
(1) the amount, if any, by which (a) the aggregate Stated Principal Balance of
the Mortgage Pool that will be outstanding immediately following the subject
Distribution Date, exceeds (b) the aggregate of the Class Principal Balances of
all the Classes of Principal Balance Certificates (exclusive of the Class A-2FL
Certificates) and the Class A-2FL REMIC III Regular Interest, after taking into
account the distributions made with respect to the Certificates and/or the Class
A-2FL REMIC III Regular Interest on the subject Distribution Date, but prior to
any adjustments to the Class Principal Balances of the respective Classes of
Principal Balance Certificates and/or the Class A-2FL REMIC III Regular Interest
pursuant to Section 4.04 or Section 4.05; and (2) the amount, if any, by which
(a) the aggregate Loss Reimbursement Amount in respect of all the Classes of
Principal Balance Certificates (exclusive of the Class A-2FL Certificates) and
the Class A-2FL REMIC III Regular Interest for the subject Distribution Date,
exceeds (b) the total portion of such aggregate Loss Reimbursement Amount
reimbursed in respect of all of the Classes of Principal Balance Certificates
(exclusive of the Class A-2FL Certificates) and the Class A-2FL REMIC III
Regular Interest on the subject Distribution Date, if any, pursuant to Section
4.01(a) and/or Section 4.01(b).

          "Transfer" shall mean any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

          "Transfer Affidavit and Agreement" shall have the meaning assigned
thereto in Section 5.02(d)(i)(B).

          "Transferee" shall mean any Person who is acquiring, by Transfer, any
Ownership Interest in a Certificate.

          "Transferor" shall mean any Person who is disposing of, by Transfer,
any Ownership Interest in a Certificate.


                                      -99-




          "Trust" shall mean the primary common law trust created hereunder, the
assets of which consist of the assets included in the REMIC Pools, any Grantor
Trust Pools and any Loss of Value Reserve Fund.

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

          "Trust Determination Date" shall mean the 11th calendar day of each
month (or, if such 11th day is not a Business Day, the Business Day immediately
following), commencing in May 2008.

          "Trust Fund" shall mean, collectively, all of the assets of the REMIC
Pools, any Grantor Trust Pools and any Loss of Value Reserve Fund.

          "Trust Master Servicer Remittance Date" shall mean the date each
month, commencing in May 2008, on which, among other things, the Master Servicer
is required to (i) make P&I Advances and (ii) transfer the Master Servicer
Remittance Amount and any Excess Liquidation Proceeds to the Trustee, which date
shall be the Business Day immediately preceding the Distribution Date in such
month.

          "Trust Mortgage Loan" shall mean each of the mortgage loans listed on
the Trust Mortgage Loan Schedule and from time to time held in the Trust Fund.
As used herein, the term "Trust Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File or otherwise held on behalf of the Trust. Notwithstanding the foregoing, if
any of the mortgage loans listed on the Trust Mortgage Loan Schedule are, in
accordance with their terms or pursuant to any modification, waiver or amendment
agreed to in accordance with Section 3.20, severed or split into two or more
mortgage loans that are to remain part of the Trust Fund, then such two or more
mortgage loans shall constitute separate "Trust Mortgage Loans" for all purposes
hereof, except that such mortgage loans will collectively constitute the "Trust
Mortgage Loan" that relates to the applicable REMIC I Regular Interest and/or
any applicable Loan REMIC Regular Interest.

          "Trust Mortgage Loan Schedule" shall mean the list of Trust Mortgage
Loans transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Schedule I (and also delivered to the Trustee and the Master
Servicer in a computer readable format). Such list shall set forth the following
information with respect to each Trust Mortgage Loan:

          (i)    the Mortgage Loan number;

          (ii)   the street address (including city, state and zip code) and
                 name of the related Mortgaged Property;

          (iii)  the Cut-off Date Balance;


                                      -100-




          (iv)   the amount of the Monthly Payment due on the first Due Date
                 following the Closing Date;

          (v)    the original Mortgage Rate;

          (vi)   the (A) remaining term to stated maturity and (B) Stated
                 Maturity Date;

          (vii)  in the case of a Balloon Trust Mortgage Loan, the remaining
                 amortization term;

          (viii) the Interest Accrual Basis;

          (ix)   the (A) Administrative Cost Rate and (B) if such Trust Mortgage
                 Loan is an Outside Serviced Mortgage Loan, the related Outside
                 Servicing Fee Rate;

          (x)    whether such Trust Mortgage Loan is secured by a Ground Lease;

          (xi)   the related Mortgage Loan Seller;

          (xii)  whether such Trust Mortgage Loan is a Defeasance Mortgage Loan;

          (xiii) whether such Trust Mortgage Loan is an ARD Mortgage Loan and,
                 if so, the Anticipated Repayment Date and Additional Interest
                 Rate; and

          (xiv)  whether such Trust Mortgage Loan is a Cross-Collateralized
                 Mortgage Loan and the Cross-Collateralized Group to which it
                 belongs.

          "Trustee" shall mean LaSalle, in its capacity as trustee hereunder, or
any successor trustee appointed as herein provided.

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

          "Trustee Appointee" shall mean any Fiscal Agent, Authenticating Agent,
Certificate Registrar, Tax Administrator, Custodian, co-trustee or separate
trustee appointed or designated by the Trustee hereunder.

          "Trustee Backup Certification" shall have the meaning assigned thereto
in Section 8.15(g).

          "Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to one-twelfth of the product of (i) the annual Trustee Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to such Distribution Date.

          "Trustee Fee Rate" shall mean 0.00175% per annum.

          "Trustee Indemnification Agreement" shall mean the Trustee
Indemnification Agreement dated as of April 17, 2008, between the initial
Trustee, the Depositor and the Underwriters.

          "Trustee Liability" shall have the meaning assigned thereto in Section
8.05(b).


                                      -101-




          "Trustee Reportable Event" shall mean any of the following events,
conditions, circumstances and/or matters:

               (i) the entry into or amendment to a definitive agreement that is
     material to the Subject Securitization Transaction, including, for example,
     a servicing agreement with a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB, but only if the Trustee, any Servicing Representative or
     other agent of the Trustee or any Trustee Appointee is a party to such
     agreement or has entered into such agreement on behalf of the Trust (ITEM
     1.01 ON FORM 8-K);

               (ii) the termination of a definitive agreement that is material
     to the Subject Securitization Transaction (otherwise than by expiration of
     the agreement on its stated termination date or as a result of all parties
     completing their obligations under such agreement), but only if the
     Trustee, any Servicing Representative or other agent of the Trustee or any
     Trustee Appointee is a party to such agreement or has entered into such
     agreement on behalf of the Trust (ITEM 1.02 ON FORM 8-K);

               (iii) the appointment of a receiver, fiscal agent or similar
     officer for any Material Debtor in a proceeding under the U.S. Bankruptcy
     Code or in any other proceeding under state or federal law in which a court
     or governmental authority has assumed jurisdiction over substantially all
     of the assets or business of any Material Debtor, including where such
     jurisdiction has been assumed by leaving the existing directors and
     officers in possession but subject to the supervision and orders of a court
     or governmental authority, but only if the subject Material Debtor is (A)
     the Trustee, (B) any Servicing Representative of the Trustee that
     constitutes a Servicer contemplated by Item 1108(a)(3) of Regulation AB,
     (C) any Trustee Appointee, (D) any Enhancement/Support Provider that is not
     an Affiliate of the Depositor or (E) the Trust (ITEM 1.03(a) ON FORM 8-K);

               (iv) the entry of an order confirming a plan of reorganization,
     arrangement or liquidation of a Material Debtor by a court or governmental
     authority having supervision or jurisdiction over substantially all of the
     assets or business of such Material Debtor, but only if the subject
     Material Debtor is (A) the Trustee, (B) any Servicing Representative of the
     Trustee that constitutes a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB, (C) any Trustee Appointee, (D) any Enhancement/Support
     Provider that is not an Affiliate of the Depositor or (E) the Trust (ITEM
     1.03(b) ON FORM 8-K);

               (v) any event that has occurred hereunder that would materially
     alter the payment priority or distribution of cash flows regarding the
     Certificates (ITEM 2.04 ON FORM 8-K);

               (vi) any material modification to the rights of the Holders of
     any Class of Certificates, including by reason of a modification to this
     Agreement, a Mortgage Loan Purchase Agreement or any other constituent
     instrument (ITEM 3.03(a) ON FORM 8-K);

               (vii) any material limitation or qualification of the rights
     evidenced by any Class of Certificates by reason of the modification of any
     other Class of Certificates (ITEM 3.03(b) ON FORM 8-K);


                                      -102-




               (viii) any amendment to this Agreement pursuant to Section 11.01
     (ITEM 5.03 ON FORM 8-K);

               (ix) any resignation, removal, replacement or substitution of (A)
     the Trustee, the Master Servicer or the Special Servicer, (B) any Outside
     Servicer that constitutes a Servicer contemplated by Item 1108(a)(2) of
     Regulation AB or (C) any Servicing Representative of the Trustee that
     constitutes a Servicer contemplated by Item 1108(a)(2) of Regulation AB
     (ITEM 6.02 ON FORM 8-K);

               (x) any appointment of (A) a new Trustee, new Master Servicer or
     new Special Servicer, (B) any Outside Servicer that constitutes a Servicer
     contemplated by Item 1108(a)(2) of Regulation AB or (C) any new Servicing
     Representative of the Trustee that constitutes a Servicer contemplated by
     Item 1108(a)(2) of Regulation AB (ITEM 6.02 ON FORM 8-K);

               (xi) any termination of a material enhancement or support
     specified in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of
     Regulation AB that was previously applicable regarding one or more Classes
     of the Certificates, which termination has occurred other than by
     expiration of the contract on its stated termination date or as a result of
     all parties completing their obligations under such agreement (ITEM 6.03(a)
     ON FORM 8-K);

               (xii) any addition of a material enhancement or support specified
     in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
     AB with respect to one or more Classes of the Certificates (ITEM 6.03(b) ON
     FORM 8-K);

               (xiii) any material amendment or modification of a material
     enhancement or support specified in Item 1114(a)(1) through (3) of
     Regulation AB or Item 1115 of Regulation AB with respect to one or more
     Classes of the Certificates (ITEM 6.03(c) ON FORM 8-K);

               (xiv) any material failure on the part of the Trustee to make on
     the applicable Distribution Date any required monthly distributions to the
     Holders of any Class of Certificates (ITEM 6.04 ON FORM 8-K);

               (xv) any nonpublic disclosure, by the Trustee, any Servicing
     Representative of the Trustee or any Trustee Appointee, with respect to the
     Subject Securitization Transaction (other than disclosure required or
     expressly permitted pursuant to this Agreement) that is required to be
     disclosed by Regulation FD (17 C.F.R. Sections 243.100 through 243.103)
     (ITEM 7.01 ON FORM 8-K);

               (xvi) any other information of importance to Certificateholders
     that is not otherwise required to be included in the Distribution Date
     Statement or any other report to be delivered or otherwise made available
     to Certificateholders hereunder and that is directly related to the
     obligations of the Trustee hereunder (ITEM 8.01 ON FORM 8-K);

               (xvii) the commencement or termination of, or any material
     developments regarding, any legal proceedings pending against any Material
     Litigant, or of which any property of a Material Litigant is the subject,
     or any threat by a governmental authority to bring any such legal
     proceedings, that are material to Certificateholders, but only if the
     Trustee is controlling the


                                      -103-




     subject litigation or if the subject Material Litigant is (A) the Trustee,
     (B) any Servicing Representative of the Trustee that constitutes a Servicer
     contemplated by Item 1108(a)(3) of Regulation AB, (C) any Trustee
     Appointee, (D) any Enhancement/Support Provider that is not an Affiliate of
     the Depositor or (E) the Trust (ITEM 2 ON FORM 10-D AND GENERAL INSTRUCTION
     J TO FORM 10-K);

               (xviii) any material default in the payment of principal and
     interest on, or any other material default with respect to, any Class of
     Certificates (ITEM 4 ON FORM 10-D);

               (xix) the submission of any matter to a vote by
     Certificateholders (ITEM 5 ON FORM 10-D);

               (xx) the receipt by the Trustee or by any Servicing
     Representative or other agent of the Trustee of any updated information
     regarding an Enhancement/Support Provider with respect to any Class of
     Certificates that is required pursuant to Item 1114(b)(2) or Item 1115(b)
     of Regulation AB (ITEM 7 ON FORM 10-D AND GENERAL INSTRUCTION J TO FORM
     10-K);

               (xxi) to the extent not otherwise disclosed in the Prospectus
     Supplement or previously included in an Exchange Act Report in accordance
     with this Agreement, whether the Trustee has become an affiliate (as
     defined in Rule 405 of the Securities Act) of any of (A) the Trust, (B) an
     Unaffiliated Mortgage Loan Seller, (C) the Master Servicer, (D) the Special
     Servicer, (E) any Outside Servicer that constitutes a Servicer contemplated
     by Item 1108(a)(3) of Regulation AB, (F) any Servicing Representative of
     the Trustee that constitutes a Servicer contemplated by Item 1108(a)(3) of
     Regulation AB, (G) any Trustee Appointee or (H) any Significant Obligor
     (GENERAL INSTRUCTION J TO FORM 10-K);

               (xxii) to the extent not otherwise disclosed in the Prospectus
     Supplement, any business relationship, agreement, arrangement, transaction
     or understanding contemplated by Item 1119(b) of Regulation AB between an
     Unaffiliated Mortgage Loan Seller or the Trust, on the one hand, and the
     Trustee, any Trustee Appointee (but only if such Trustee Appointee is a
     material party to the Subject Securitization Transaction contemplated by
     Item 1100(d)(1) of Regulation AB) or any Servicing Representative (but only
     if such Servicing Representative is a Servicer contemplated by Item
     1108(a)(3) of Regulation AB or a material party related to the Subject
     Securitization Transaction contemplated by Item 1100(d)(1) of Regulation
     AB) of the Trustee, on the other hand (GENERAL INSTRUCTION J TO FORM 10-K);
     and

               (xxiii) to the extent not otherwise disclosed in the Prospectus
     Supplement, any specific relationship involving or relating to the Subject
     Securitization Transaction or the Mortgage Loans contemplated by Item
     1119(c) of Regulation AB between an Unaffiliated Mortgage Loan Seller or
     the Trust, on the one hand, and any Trustee Appointee (but only if such
     Trustee Appointee is a material party to the Subject Securitization
     Transaction contemplated by Item 1100(d)(1) of Regulation AB) or any
     Servicing Representative (but only if such Servicing Representative is a
     Servicer contemplated by Item 1108(a)(3) of Regulation AB or a material
     party related to the Subject Securitization Transaction contemplated by
     Item 1100(d)(1) of Regulation AB) of the Trustee, on the other hand
     (GENERAL INSTRUCTION J TO FORM 10-K).


                                      -104-




          "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of April 17, 2008, between the
UBS Mortgage Loan Seller and the Depositor.

          "UBS Mortgage Loan Seller" shall mean UBS Real Estate Securities Inc.
or its successor in interest.

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

          "UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.

          "UCC Financing Statement" shall mean a financing statement executed
(if required by the UCC) and filed pursuant to the UCC.

          "UMLS/Depositor Mortgage Loan Purchase Agreement" shall mean a
Mortgage Loan Purchase Agreement between the Depositor and an Unaffiliated
Mortgage Loan Seller.

          "Unaffiliated Mortgage Loan Seller" shall mean any Person (other than
LBHI, LUBS or any other Affiliate of the Depositor) that sells one or more Trust
Mortgage Loans or portions thereof directly to the Depositor for inclusion in
the Subject Securitization Transaction. The only Unaffiliated Mortgage Loan
Seller is the UBS Mortgage Loan Seller.

          "Uncertificated Accrued Interest" shall mean the interest accrued from
time to time with respect to any Loan REMIC Regular Interest, REMIC I Regular
Interest or REMIC II Regular Interest, the amount of which interest shall equal:
(a) in the case of any Loan REMIC Regular Interest for any Interest Accrual
Period, one-twelfth of the product of (i) the annual Loan REMIC Remittance Rate
applicable to such Loan REMIC Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such Loan REMIC
Regular Interest outstanding immediately prior to the related Distribution Date;
(b) in the case of any REMIC I Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the annual REMIC I Remittance Rate applicable
to such REMIC I Regular Interest for such Interest Accrual Period, multiplied by
(ii) the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date; and (c) in the
case of any REMIC II Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the annual REMIC II Remittance Rate applicable
to such REMIC II Regular Interest for such Interest Accrual Period, multiplied
by (ii) the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date. Each Loan REMIC
Regular Interest (if any), REMIC I Regular Interest and REMIC II Regular
Interest shall accrue interest on a 30/360 Basis.

          "Uncertificated Distributable Interest" shall mean: (a) with respect
to any Loan REMIC Regular Interest for any Distribution Date, an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
the subject Loan REMIC Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by any portion of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date attributable to the corresponding
Early Defeasance Trust Mortgage Loan; (b) with respect to any REMIC I Regular
Interest for any Distribution Date, an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of the subject REMIC I Regular


                                      -105-




Interest for the related Interest Accrual Period, reduced (to not less than
zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date, multiplied by (ii) a fraction, the numerator of which is
the amount of Uncertificated Accrued Interest in respect of the subject REMIC I
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
all the REMIC I Regular Interests for the related Interest Accrual Period; and
(c) with respect to any REMIC II Regular Interest for any Distribution Date,
subject to Section 4.05(d), an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of the subject REMIC II Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date, multiplied by (ii) a fraction, the numerator of which is
the amount of Uncertificated Accrued Interest in respect of the subject REMIC II
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
all the REMIC II Regular Interests for the related Interest Accrual Period.

          "Uncertificated Principal Balance" shall mean the principal balance of
any Loan REMIC Regular Interest, REMIC I Regular Interest or REMIC II Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Principal Balance of each Loan REMIC Regular Interest (if
any) and each REMIC I Regular Interest shall equal the Cut-off Date Balance of
the corresponding Trust Mortgage Loan. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall equal
the amount set forth in the Preliminary Statement hereto as its initial
"Uncertificated Principal Balance." On each Distribution Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall be
reduced by all distributions of principal deemed to have been made thereon on
such Distribution Date pursuant to Section 4.01(m), and shall be further reduced
(subject to Section 4.05) on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b). On each Distribution Date, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall be
reduced by all distributions of principal deemed to have been made in respect of
such REMIC I Regular Interest on such Distribution Date pursuant to Section
4.01(n), and shall be further reduced on such Distribution Date by all Realized
Losses and Additional Trust Fund Expenses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.04(c). On each Distribution
Date, the Uncertificated Principal Balance of each Loan REMIC Regular Interest
(if any) shall be reduced by all distributions of principal deemed to have been
made in respect of such Loan REMIC Regular Interest on such Distribution Date
pursuant to Section 4.01(o), and shall be further reduced on such Distribution
Date by all Realized Losses and Additional Trust Fund Expenses deemed to have
been allocated thereto on such Distribution Date pursuant to Section 4.04(d).
Notwithstanding the foregoing, on any given Distribution Date, the
Uncertificated Principal Balance of any REMIC II Regular Interest shall be
subject to increase (and, when appropriate, shall be increased), as and to the
extent provided in Section 4.05(c).

          "Underlying Collection Period" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, the applicable "Collection Period" under the related Outside
Servicing Agreement or any other applicable period under the related Outside
Servicing Agreement that is comparable to a Collection Period hereunder.

          "Underwriters" shall mean Lehman Brothers, UBS Securities LLC and Banc
of America Securities LLC and their respective successors in interest.


                                      -106-




          "United States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.

          "United States Tax Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust (or to the extent provided in the Treasury regulations, if the trust was
in existence on August 20, 1996 and elected to be treated as a United States
person), all within the meaning of Section 7701(a) (30) of the Code.

          "Voting Rights" shall mean the portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 99% of the Voting Rights shall be allocated among the
Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the Class X
Certificates. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in standard proportion to the Percentage
Interests evidenced by their respective Certificates. No Voting Rights shall be
allocated to the Residual Interest Certificates or the Class V Certificates.

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

          "Weighted Average REMIC I Remittance Rate" shall mean, with respect to
any Interest Accrual Period, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the respective
REMIC I Remittance Rates in effect for the REMIC I Regular Interests for such
Interest Accrual Period, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to the related Distribution Date.

          "WHFIT" shall mean a "Widely Held Fixed Investment Trust" as that term
is defined in Treasury Regulations section 1.671-5(b)(22) or successor
provisions.

          "WHFIT Regulations" shall mean Treasury Regulations section 1.671-5,
as amended.

          "Workout Fee" shall mean the fee designated as such in, and payable to
the Special Servicer with respect to certain collections on each Corrected
Mortgage Loan pursuant to, Section 3.11(c).

          "Workout Fee Rate" shall mean, with respect to each Corrected Mortgage
Loan as to which a Workout Fee is payable, 1.0%.

          "Yield Maintenance Charge" shall mean the amount paid or payable, as
the context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Mortgage Loan, which amount is not otherwise due
thereon in respect of principal or interest and has been calculated (based on
scheduled payments of interest and/or principal on such Mortgage Loan) to
compensate the holder for reinvestment losses based on the value of an interest
rate index at or near the


                                      -107-




time of prepayment. Any other prepayment premiums, penalties and fees not so
calculated will not be considered "Yield Maintenance Charges". In addition, any
Excess Defeasance Deposit Proceeds will not be considered "Yield Maintenance
Charges". In the event that a Yield Maintenance Charge shall become due for any
particular Serviced Mortgage Loan, the Master Servicer shall be required to
follow the terms and provisions contained in the applicable Mortgage Note,
provided, however, that, in the event the particular Mortgage Note shall not
specify the U.S. Treasuries which shall be used in determining the discount rate
or the reinvestment yield to be applied in such calculation, the Master Servicer
shall be required to use those U.S. Treasuries which shall generate the lowest
discount rate or reinvestment yield for the purposes thereof. Accordingly, if
either no U.S. Treasury issue, or more than one U.S. Treasury issue, shall
coincide with the term over which the Yield Maintenance Charge shall be
calculated (which depending on the applicable Mortgage Note is based on the
remaining average life of the subject Serviced Mortgage Loan or the actual term
remaining through the related Stated Maturity Date or Anticipated Repayment
Date, as applicable), the Master Servicer shall use the applicable U.S. Treasury
whose reinvestment yield is the lowest, with such yield being based on the bid
price for such issue as published in The Wall Street Journal on the date that is
14 days prior to the date that the Yield Maintenance Charge shall become due and
payable (or, if such bid price is not published on that date, the next preceding
date on which such bid price is so published) and converted to a monthly
compounded nominal yield. The monthly compounded nominal yield ("MEY") is
derived from the reinvestment yield or discount rate and shall be defined as MEY
= (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY is defined as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in percentage, and
1/6 is the exponential power to which a portion of the equation is raised. For
example, using a BEY of 5.50%, the MEY = (12 X [{(1+ .055/2) ^ 0.16667}- 1]) X
100 where .055 is the decimal version of the percentage 5.5% and 0.16667 is the
decimal version of the exponential power. The MEY in the above calculation is
5.44%.

          "Yield Maintenance Treasury Rate" shall mean, for purposes of
calculating a Discount Rate, the yield calculated by the Master Servicer by
linear interpolation of the yields, as such yields are reported in Federal
Reserve Statistical Release H.15-Selected Interest Rates (519), under the
heading U.S. Government Securities/Treasury Constant Maturities, with respect to
the maturity dates set forth thereunder, one longer and one shorter, most nearly
approximating the maturity date (or, in the case of an ARD Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, the Anticipated
Repayment Date) of the relevant prepaid Trust Mortgage Loan or REO Trust
Mortgage Loan. If Federal Reserve Statistical Release H.15 is no longer
published or does not indicate the information set forth above, then the Master
Servicer shall select a comparable publication or source for the purposes of
determining the Yield Maintenance Treasury Rate.

          "YM Principal Balance Certificates" shall mean, collectively, the
Class A-1, Class A-AB, Class A-2, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J and Class K Certificates.

          SECTION 1.02. General Interpretive Principles.

          For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

               (i) the terms defined in this Agreement include the plural as
     well as the singular, and the use of any gender herein shall be deemed to
     include the other gender;


                                      -108-




               (ii) accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

               (iii) references herein to "Articles", "Sections", "Subsections",
     "Paragraphs" and other subdivisions without reference to a document are to
     designated Articles, Sections, Subsections, Paragraphs and other
     subdivisions of this Agreement;

               (iv) a reference to a Subsection without further reference to a
     Section is a reference to such Subsection as contained in the same Section
     in which the reference appears, and this rule shall also apply to
     Paragraphs and other subdivisions;

               (v) the words "herein", "hereof", "hereunder", "hereto", "hereby"
     and other words of similar import refer to this Agreement as a whole and
     not to any particular provision; and

               (vi) the terms "include" or "including" shall mean without
     limitation by reason of enumeration.

          SECTION 1.03. Certain Adjustments to the Principal Distributions on
the Certificates.

          (a) If any party hereto is reimbursed out of general collections on
the Mortgage Pool on deposit in the Pool Custodial Account for any unreimbursed
Advance that has been or is determined to be a Nonrecoverable Advance (together
with interest accrued and payable thereon pursuant to Section 3.11(g) or Section
4.03(d), as applicable, to the extent such interest was paid hereunder from a
source other than related Default Charges or Loss of Value Payments), then (for
purposes of calculating distributions on the Certificates) each such
reimbursement and payment of interest shall be deemed to have been made:

          first, out of any amounts then on deposit in the Pool Custodial
Account that represent payments or other collections of principal Received by
the Trust with respect to the Trust Mortgage Loans and/or REO Trust Mortgage
Loans, and which amounts, but for their application to reimburse such
Nonrecoverable Advance (and/or to pay interest thereon), would be included in
the Available Distribution Amount for the related Distribution Date;

          second, out of any amounts then on deposit in the Pool Custodial
Account that represent any other payments and/or collections Received by the
Trust with respect to the Trust Mortgage Loans or REO Trust Mortgage Loans, and
which amounts, but for their application to reimburse such Nonrecoverable
Advance (and/or to pay interest thereon, would be included in the Available
Distribution Amount for the related Distribution Date; and

          third, out of any other amounts then on deposit in the Pool Custodial
Account that may be available to reimburse the subject Nonrecoverable Advance
and/or to pay interest thereon.

          (b) If and to the extent that any payment or other collection of
principal of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be
applied in accordance with Section 1.03(a) to reimburse a Nonrecoverable Advance
or to pay interest thereon, and further if and to the extent that such payment
or other collection of principal constitutes part of the Principal Distribution


                                      -109-




Amount for any Distribution Date, then: (i) the Adjusted Principal Distribution
Amount for such Distribution Date shall exclude such payment or other collection
of principal; and (ii) in accordance with clause (c) of the definition of
"Adjusted Principal Distribution Amount", in order to calculate the Adjusted
Principal Distribution Amount for such Distribution Date, the amount of such
payment or other collection of principal shall be subtracted from the Principal
Distribution Amount for such Distribution Date.

          (c) If and to the extent that (1) any Advance is determined to be a
Nonrecoverable Advance, (2) such Advance is reimbursed or interest thereon is
paid out of general principal collections on the Mortgage Pool as contemplated
by Section 1.03(a) above and (3) the particular item for which such Advance was
originally made or such interest on such Advance, as the case may be, is
subsequently Received by the Trust (in whole or in part) out of payments or
other collections in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan (such item or such interest on such Advance, as the case may be,
if and to the extent so collected, a "Recovered Amount"), then: (i) without
duplication of any amounts already included therein, the Adjusted Principal
Distribution Amount for the Distribution Date that corresponds to the related
Collection Period in which such item or such interest on such Advance, as the
case may be, was Received by the Trust shall include such Recovered Amount; (ii)
in accordance with clause (b) of the definition of "Adjusted Principal
Distribution Amount", in order to calculate the Adjusted Principal Distribution
Amount for the Distribution Date that corresponds to the related Collection
Period in which such item was Received by the Trust, such Recovered Amount (to
the extent not already included therein) shall be added to the Principal
Distribution Amount for such Distribution Date; and (iii) such Advance or such
interest thereon, as the case may be, to the extent of such Recovered Amount,
will no longer be considered to have been reimbursed or paid, as the case may
be, out of general principal collections on the Mortgage Pool. In addition, if
and to the extent that any Advance is determined to be a Nonrecoverable Advance,
interest on such Advance is paid out of general principal collections on the
Mortgage Pool as contemplated by Section 1.03(a) above and such interest on such
Advance is subsequently reimbursed to the Trust out of Default Charges or Loss
of Value Payments collected on the Trust Mortgage Loan or REO Trust Mortgage
Loan as to which such Advance was made, then: (i) the Adjusted Principal
Distribution Amount for the Distribution Date that corresponds to the related
Collection Period in which such Default Charges were Received by the Trust or
such Loss of Value Payments were so applied shall include the portion of such
Default Charges or Loss of Value Payments that was applied to reimburse the
Trust for such interest on such Advance; (ii) in accordance with clause (b) of
the definition of "Adjusted Principal Distribution Amount", in order to
calculate the Adjusted Principal Distribution Amount for the Distribution Date
that corresponds to the related Collection Period in which such Default Charges
were Received by the Trust or such Loss of Value Payments were so applied, an
amount equal to the portion of such Default Charges or Loss of Value Payments
that was applied to reimburse the Trust for such interest on such Advance shall
be added to the Principal Distribution Amount for such Distribution Date; and
(iii) such interest on such Advance, to the extent that the Trust was reimbursed
for such interest out of such Default Charges or such Loss of Value Payments,
will no longer be considered to have been paid out of general principal
collections on the Mortgage Pool.

          (d) Nothing contained in this Section 1.03 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for any
unreimbursed Advances that have been or are determined to be Nonrecoverable
Advances (together with interest accrued and payable thereon pursuant to Section
3.11(g) or Section 4.03(d)) to be reimbursed from collections of principal
Received by the


                                      -110-




Trust with respect to the Mortgage Pool. Instead the order of priority set forth
in Section 1.03(a) is a deemed allocation only for purposes of calculating
distributions on the Certificates.

          SECTION 1.04. Calculation of LIBOR.

          (a) With respect to the Class A-2FL Certificates, the initial value of
LIBOR shall be 2.88125% per annum. Such initial value of LIBOR shall be utilized
in calculating the Class A-2FL Floating Rate II Swap Payment to be made under
the Class A-2FL Swap Agreement in May 2008, and (ii) the Pass-Through Rate with
respect to the Class A-2FL Certificates for the Distribution Date in May 2008.

          (b) The value of LIBOR applicable to the calculation of the Class
A-2FL Floating Rate II Swap Payment to be made on the applicable Class A-2FL
Swap Payment Date in any particular calendar month subsequent to May 2008, as
well as the calculation of the Pass-Through Rate with respect to the Class A-2FL
Certificates for the Distribution Date in such calendar month (provided that no
Class A-2FL Floating Rate Distribution Conversion is then in effect), shall be
determined by the Trustee (and promptly reported to the Class A-2FL Swap
Counterparty) on the LIBOR Determination Date in the preceding calendar month in
accordance with the following methodology: LIBOR shall equal the rate for
deposits in U.S. Dollars, for a period equal to one month, which appears on the
Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable
LIBOR Determination Date. If that rate does not appear on Reuters Screen LIBOR01
Page, LIBOR will be determined on the basis of the rates at which deposits in
U.S. Dollars are offered by any five major reference banks in the London
interbank market selected by the Trustee to provide that bank's offered
quotation of such rates at approximately 11:00 a.m., London time, on the
applicable LIBOR Determination Date to prime banks in the London interbank
market for a period of one month, commencing on the first Distribution Date
following the applicable LIBOR Determination Date and in an amount that is
representative for a single such transaction in the relevant market at the
relevant time. The Trustee shall request the principal London office of any five
major reference banks in the London interbank market selected by the Trustee to
provide a quotation of those rates, as offered by each such bank. If at least
two such quotations are provided, LIBOR will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, LIBOR will
be the arithmetic mean of the rates quoted by major banks in New York City
selected by the Trustee, at approximately 11:00 a.m., New York City time, on the
applicable LIBOR Determination Date for loans in U.S. Dollars to leading
European banks for a period equal to one month, commencing on the applicable
LIBOR Determination Date and in an amount that is representative for a single
such transaction in the relevant market at the relevant time. The determination
of LIBOR by the Trustee will be binding absent manifest error. "Reuters Screen
LIBOR01 Page" means the display page currently so designated on the Reuters
Monitor Money Rates Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).


                                      -111-




                                   ARTICLE II

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

          SECTION 2.01. Creation of Trust; Conveyance of Trust Mortgage Loans.

          (a) It is the intention of the parties hereto that multiple common law
trusts be established pursuant to this Agreement and the laws of the State of
New York and that such trusts be designated as: (i) "LB-UBS Commercial Mortgage
Trust 2008-C1", in the case of the Mortgage Trust individually or all the
subject trusts collectively, as the context may require; and (ii) "Grantor Trust
A-2FL", in the case of Grantor Trust A-2FL. LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders.

          The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the Trustee
in trust, without recourse, for the benefit of the Certificateholders, all the
right, title and interest of the Depositor in, to and under (i) the Trust
Mortgage Loans, (ii) the UMLS/Depositor Mortgage Loan Purchase Agreement(s),
(iii) any Co-Lender Agreement(s) and/or Mezzanine Intercreditor Agreement(s),
and (iv) all other assets included or to be included in the Trust Fund (subject,
in the case of the Guaranty Agreements, to Section 3.09(i)). Such assignment
includes all interest and principal received or receivable on or with respect to
the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each
Combination Trust Mortgage Loan, is subject to the provisions of the related
Co-Lender Agreement and, in the case of each Mezzanine-Related Trust Mortgage
Loan, is subject to the provisions of the related Mezzanine Intercreditor
Agreement. With respect to each Combination Trust Mortgage Loan and
Mezzanine-Related Trust Mortgage Loan, the Trustee, on behalf of the Trust,
assumes the obligations of the holder of such Trust Mortgage Loan and the
related Mortgage Note under, and agrees to be bound by, the related Co-Lender
Agreement and/or Mezzanine Intercreditor Agreement.

          The parties hereto acknowledge and agree that, notwithstanding Section
11.07, the transfer of the Trust Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by them to constitute a
sale.

          The Trust Fund shall constitute the sole assets of the Trust. Except
as expressly provided herein, the Trust may not issue or invest in additional
securities, borrow money or make loans to other Persons. The fiscal year end of
the Trust shall be December 31.

          (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor hereby agrees (in the case of each Lehman Trust
Mortgage Loan), and the related Unaffiliated Mortgage Loan Seller has agreed
pursuant to the related UMLS/Depositor Mortgage Loan Purchase Agreement (in the
case of each Non-Lehman Trust Mortgage Loan), on or before the Closing Date, to
deliver to and deposit with (or cause to be delivered to and deposited with):
(i) the Trustee or a Custodian appointed thereby, the Mortgage File for such
Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the
Trustee to, upon request, the Master Servicer (and at the expense of the Trustee
and not at the expense of the Trust Fund), within 10 Business Days of such
request; and (ii) the Master Servicer (or, at the direction of the Master
Servicer, to the appropriate Sub-Servicer), all


                                      -112-




unapplied Escrow Payments and Reserve Funds in the possession or under the
control of the Depositor or the related Unaffiliated Mortgage Loan Seller, as
the case may be, that relate to such Trust Mortgage Loan (except in the case of
an Outside Serviced Trust Mortgage Loan). Notwithstanding the foregoing, the
Master Servicer hereby requests, and Trustee shall promptly deliver (but no
later than three (3) Business Days following the Closing Date) a copy of the
Mortgage File related to each Significant Obligor to the Master Servicer. None
of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall
be liable for any failure by a Mortgage Loan Seller or the Depositor to comply
with the document delivery requirements of the respective Mortgage Loan Purchase
Agreements and this Section 2.01(b). In addition, the Depositor hereby agrees,
in the case of a Lehman Trust Mortgage Loan that is an Outside Serviced Trust
Mortgage Loan, and the related Unaffiliated Mortgage Loan Seller has agreed,
pursuant to the related UMLS/Depositor Mortgage Loan Purchase Agreement, in the
case of each Non-Lehman Trust Mortgage Loan that is an Outside Serviced Trust
Mortgage Loan, to deliver to and deposit with, the Master Servicer, within 30
days of the Closing Date, a copy of the mortgage file that was delivered to the
related Outside Trustee under the related Non Trust Mortgage Loan Securitization
Agreement.

          After the Depositor's transfer of the Trust Mortgage Loans to the
Trustee pursuant to Section 2.01(a), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Trust Mortgage Loans.

          (c) The Depositor hereby covenants that it shall retain with respect
to each Lehman Trust Mortgage Loan (other than an Outside Serviced Trust
Mortgage Loan), and the related Unaffiliated Mortgage Loan Seller has covenanted
in the related UMLS/Depositor Mortgage Loan Purchase Agreement that it shall
retain with respect to each Non-Lehman Trust Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person,
a "Recording Agent") through which the Depositor or the related Unaffiliated
Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event
within 45 days following the later of the Closing Date and the date on which all
necessary recording information is available to the subject Recording Agent)
submit for recording, or cause the submission for recording, in the applicable
public recording office each related assignment of Mortgage and assignment of
Assignment of Leases in favor of, and delivered under clause (a)(iv) of the
definition of "Mortgage File" to, the Trustee; and (ii) cause each such
assignment of Mortgage and assignment of Assignment of Leases to be delivered to
the Trustee following its return by the appropriate public office for real
property records; provided that, in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Trustee shall obtain a certified copy of the recorded original.
At least every 90 days after the Closing Date (or at additional times upon the
request of the Master Servicer if reasonably necessary for the ongoing
administration and/or servicing of the related Trust Mortgage Loan by the Master
Servicer) and at the expense of the Depositor (in the case of a Lehman Trust
Mortgage Loan, other than an Outside Serviced Trust Mortgage Loan) or the
related Unaffiliated Mortgage Loan Seller (in the case of a Non-Lehman Trust
Mortgage Loan, other than an Outside Serviced Trust Mortgage Loan), the Trustee
shall forward to the Master Servicer a copy of any of the aforementioned
assignments of Mortgage and/or assignments of Assignment of Leases that have
been received by the Trustee.

          Notwithstanding the foregoing, the Depositor may, in the case of a
Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan),
and the related Unaffiliated Mortgage Loan Seller may, in the case of a
Non-Lehman Trust Mortgage Loan (other than an Outside


                                      -113-




Serviced Trust Mortgage Loan), request the Trustee to submit for recording any
of the assignments of Mortgage and/or assignments of Assignment of Leases
referred to in the prior paragraph, and in such event, the requesting party
shall cause any such unrecorded or unfiled document to be delivered to the
Trustee. The Trustee shall promptly undertake to submit for recording or filing
any such document upon its receipt thereof.

          The Depositor shall bear the out-of-pocket costs and expenses of the
recording referred to in the first two paragraphs of this Section 2.01(c) with
respect to the Lehman Trust Mortgage Loans (other than the Outside Serviced
Trust Mortgage Loans), and the related UMLS/Depositor Mortgage Loan Purchase
Agreement provides that the related Unaffiliated Mortgage Loan Seller shall bear
the out-of-pocket costs and expenses of the recording referred to in the first
two paragraphs of this Section 2.01(c) with respect to the Non-Lehman Trust
Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans).

          If any of the assignments of Mortgage and/or assignments of Assignment
of Leases referred to in the first two paragraphs of this Section 2.01(c)
relating to a Non-Lehman Trust Mortgage Loan (other than an Outside Serviced
Trust Mortgage Loan) are lost or returned unrecorded because of a defect
therein, then the Trustee shall direct the related Unaffiliated Mortgage Loan
Seller (pursuant to the related UMLS/Depositor Mortgage Loan Purchase Agreement)
promptly to prepare or cause the preparation of a substitute therefor or to cure
such defect, as the case may be, and to deliver to the Trustee the substitute or
corrected document. If any of the assignments of Mortgage and/or assignments of
Assignment of Leases referred to in the first two paragraphs of this Section
2.01(c) relating to a Lehman Trust Mortgage Loan (other than an Outside Serviced
Trust Mortgage Loan) are lost or returned unrecorded because of a defect
therein, then the Depositor shall promptly prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be, and shall deliver
to the Trustee the substitute or corrected document. The Trustee shall upon
receipt, whether from the related Unaffiliated Mortgage Loan Seller or the
Depositor, cause the same to be duly recorded.

          In addition to the foregoing, the Trustee shall retain an Independent
Person (such Person, the "Filing Agent") pursuant to a letter agreement dated
the Closing Date (the "Filing Letter Agreement") between the Trustee, Cadim TACH
Inc. (the "Payee"), the Depositor and the UBS Mortgage Loan Seller, and the
Trustee shall, as and to the extent set forth in the Filing Letter Agreement at
the expense of the Payee, with respect to each Trust Mortgage Loan (other than
an Outside Serviced Trust Mortgage Loan), through the Filing Agent: (i) promptly
(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 such Filing
Agent) prepare and file, in the appropriate public office for UCC Financing
Statements, an assignment of each UCC Financing Statement delivered by the
Depositor (with respect to each Lehman Trust Mortgage Loan, other than an
Outside Serviced Trust Mortgage Loan), or by the related Unaffiliated Mortgage
Loan Seller (with respect to each Non-Lehman Trust Mortgage Loan, other than an
Outside Serviced Trust Mortgage Loan), pursuant to clause (a)(xiv) of the
definition of "Mortgage File" or otherwise to the Trustee; and (ii) cause each
such assignment of UCC Financing Statement to be delivered to the Trustee
following its return by the appropriate public filing office for UCC Financing
Statements, with copies of any such returned assignments to be delivered by the
Trustee to the Master Servicer, at the expense of the Depositor (in the case of
a Lehman Trust Mortgage Loan), or at the expense of the related Unaffiliated
Mortgage Loan Seller (in the case of a Non-Lehman Trust Mortgage Loan), as
applicable, at least every 90 days after the Closing Date (or at such additional
times upon the request of the Master Servicer if reasonably necessary for the
ongoing administration and/or


                                     -114-




servicing of the related Trust Mortgage Loan by the Master Servicer). Each
assignment of UCC Financing Statement referred to in the prior sentence that is
filed by or on behalf of the Trustee shall reflect that the file copy thereof
should be returned to the Trustee or its agent following filing. The Depositor
(with respect to the Lehman Trust Mortgage Loans) hereby agrees, and each
Unaffiliated Mortgage Loan Seller (with respect to its Non-Lehman Trust Mortgage
Loans) has agreed pursuant to the related UMLS/Depositor Mortgage Loan Purchase
Agreement, to reasonably cooperate with the Trustee (and the Filing Agent) with
respect to the filing of the assignments of UCC Financing Statements as
described in this paragraph and to forward to the Trustee filing confirmation,
if any, received by such party in connection with assignments of UCC Financing
Statements filed in accordance with this paragraph.

          Notwithstanding the foregoing, to the extent the Trustee provides the
Payee, 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 the
preceding paragraph and (ii) required to be paid by the Payee pursuant to the
Filing Letter Agreement, and such expenses are not paid by the Payee in advance
of such filings, the Trustee, at the expense of the Depositor (with respect to
each Lehman Trust Mortgage Loan, other than an Outside Serviced Trust Mortgage
Loan), and at the expense of the related Unaffiliated Mortgage Loan Seller (with
respect to each Non-Lehman Trust Mortgage Loan, other than an Outside Serviced
Trust Mortgage Loan), shall only be required to cause the Filing Agent to file
the assignments of UCC Financing Statements with respect to Trust Mortgage Loans
secured by hotel or hospitality properties.

          (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each Lehman Trust Mortgage
Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and
deposit with (or cause to be delivered to and deposited with), and the related
Unaffiliated Mortgage Loan Seller has agreed (pursuant to the related
UMLS/Depositor Mortgage Loan Purchase Agreement), in the case of each Non-Lehman
Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to
deliver and deposit with (or cause to be delivered to and deposited with), the
Master Servicer (or, at the direction of the Master Servicer, to and with the
applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan
Origination Documents that relate to such Serviced Trust Mortgage Loan; provided
that neither the Depositor nor any Unaffiliated Mortgage Loan Seller shall be
required to deliver any draft documents, privileged or other communications or
correspondence, credit underwriting or due diligence analyses or information,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations.

          The Master Servicer shall review the documents with respect to each
Serviced Trust Mortgage Loan delivered by the Depositor or any Unaffiliated
Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding
paragraph and provide to the Depositor or such Unaffiliated, Mortgage Loan
Seller, as applicable, with a copy to the Controlling Class Representative and
the Special Servicer, a certificate in the form of Exhibit V attached hereto
(the "Master Servicer Certification") within 90 days of the Closing Date
acknowledging its (or, if the Master Servicer has directed that such documents
be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's)
receipt as of the date of the Master Servicer Certification of such documents
actually received; provided that such review shall be limited to identifying the
document received, the Serviced Trust Mortgage Loan to which it purports to
relate, that it appears regular on its face and that it appears to have been
executed (where appropriate). Notwithstanding anything to the contrary set forth
herein, to the extent the Depositor or an Unaffiliated Mortgage Loan Seller, as
applicable, has not been notified in writing of its


                                     -115-




failure to deliver any document with respect to a Serviced Trust Mortgage Loan
required to be delivered pursuant to or as contemplated by the immediately
preceding paragraph prior to the date occurring 18 months following the date of
the Master Servicer Certification, the Depositor or such Unaffiliated Mortgage
Loan Seller as applicable, shall have no obligation to provide such document.

          Further, notwithstanding anything to the contrary set forth herein, if
and to the extent the Depositor or the related Unaffiliated Mortgage Loan Seller
posts any Mortgage Loan Origination Documents on such party's or an affiliate's
website, such Mortgage Loan Origination Documents shall be deemed to have been
delivered by the Depositor or the related Unaffiliated Mortgage Loan Seller, as
applicable, to the Master Servicer, in accordance with the requirements of this
Section 2.01(d) as of the date they are so posted; provided, that the Depositor
or the related Unaffiliated Mortgage Loan Seller, as applicable, notifies the
Master Servicer of such website address and provides the Master Servicer with
access to such website.

          In addition, pursuant to the related Mortgage Loan Purchase Agreement,
each Mortgage Loan Seller will be required to deliver, on the Closing Date, to
the Master Servicer for deposit in the Pool Custodial Account, the Initial
Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by
such Mortgage Loan Seller.

          The Master Servicer shall hold all funds, documents and records
received by it in accordance with this Section 2.01(d) (as well as any funds
received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust
for the benefit of the Certificateholders (and, insofar as they also relate to
any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the
related Serviced Non-Trust Mortgage Loan Noteholder).

          (e) In connection with the obligations of the Master Servicer
hereunder, with regard to each Serviced Trust Mortgage Loan that is secured by
the interests of the related Mortgagor in a hospitality property and each
Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor
(with respect to each such Serviced Trust Mortgage Loan that is a Lehman Trust
Mortgage Loan) shall, and the related Unaffiliated Mortgage Loan Seller (with
respect to each such Serviced Trust Mortgage Loan that is a Non-Lehman Trust
Mortgage Loan) will be obligated under the related UMLS/Depositor Mortgage Loan
Purchase Agreement to, deliver to and deposit with the Master Servicer, on or
before the Closing Date, any related franchise agreement and franchise comfort
letter and the original of such letter of credit.

          (f) It is not intended that this Agreement create a partnership or a
joint-stock association.

          SECTION 2.02. Acceptance of Trust Fund by Trustee.

          (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Trust Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it
and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Trust Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and


                                     -116-




future Certificateholders. To the extent that the Mortgage File for any Serviced
Combination Trust Mortgage Loan relates to a Serviced Non-Trust Mortgage Loan,
the Trustee shall also hold such Mortgage File in trust for the use and benefit
of the related Serviced Non-Trust Mortgage Loan Noteholder. In connection with
the foregoing, the Trustee hereby certifies to each of the other parties hereto,
each Mortgage Loan Seller and each Underwriter that, as to each Trust Mortgage
Loan, (i) the Specially Designated Mortgage Loan Documents are in its possession
or the possession of a Custodian on its behalf, and (ii) the original Mortgage
Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage
Note) received by it or any Custodian with respect to such Trust Mortgage Loan
has been reviewed by it or by such Custodian on its behalf and (A) appears
regular on its face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Mortgagor), (B) appears to have
been executed (where appropriate) and (C) purports to relate to such Trust
Mortgage Loan.

          (b) The Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan
(such review to be conducted with respect to each document so delivered, prior
to the date that a certification or deemed certification, as applicable, is
required to be delivered in accordance with the following sentence), and the
Trustee shall, or shall cause a Custodian on its behalf to, subject to Sections
2.01, 2.02(c) and 2.02(d), certify (at the times and in the manner set forth
below) to each of the other parties hereto, each Mortgage Loan Seller and each
Underwriter and, in the case of a Serviced Non-Trust Mortgage Loan, to the
related Serviced Non-Trust Mortgage Loan Noteholder(s), that, as to each
Mortgage Loan then subject to this Agreement (except as specifically identified
in any exception report annexed to such certification or delivered with a deemed
certification, as applicable): (A) all documents specified in clauses (a)(i)
through (a)(viii) and (a)(xiv) (without regard to the second parenthetical in
such clause (a)(xiv)) of the definition of "Mortgage File" or, in the case of an
Outside Serviced Trust Mortgage Loan, in clauses (b)(i) through (b)(iii) of the
definition of "Mortgage File", are in its possession or the possession of a
Custodian on its behalf; (B) the recordation/filing contemplated by Section
2.01(c) (except in the case of an Outside Serviced Trust Mortgage Loan) has been
completed (based solely on receipt by the Trustee or by a Custodian on its
behalf of the particular recorded/filed documents); (C) all documents received
by it or any Custodian with respect to such Mortgage Loan have been reviewed by
it or by such Custodian on its behalf and (1) appear regular on their face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (2) appear to have been executed
(where appropriate) and (3) purport to relate to such Mortgage Loan; and (D)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Trust Mortgage Loan Schedule with respect to the items specified in clauses (v)
and (vi)(B) of the definition of "Trust Mortgage Loan Schedule" accurately
reflects the information set forth in the Mortgage File. The certification
referred to in the first sentence of this Section 2.02(b) shall be delivered by
the Trustee or a Custodian on its behalf in writing: (i) whether or not any
exceptions are noted, substantially in the form of Exhibit C hereto (with an
exception report annexed thereto), on or about the 60th day following the
Closing Date; and (ii) if any exceptions are noted, substantially in the form of
Exhibit C hereto (with an exception report annexed thereto), upon the earliest
to occur of (X) the second anniversary of the Closing Date, (Y) the day on which
all material exceptions have been removed and (Z) the day on which the Depositor
or the related Unaffiliated Mortgage Loan Seller, as applicable, has repurchased
the last affected Trust Mortgage Loan; and (iii) if any exceptions are noted
following the initial certification in clause (i) of this sentence, in the form
of an updated exception report, on or about the 90th day following the Closing
Date and monthly thereafter until the final certification in clause (ii) of this
sentence is delivered (and upon and by delivery of each such updated


                                     -117-




exception report the Trustee shall be deemed to have made the certifications set
forth in clauses (A) through (D) of the first sentence of this Section 2.02(b)
as to each Mortgage Loan then subject to this Agreement, except as specifically
identified in such updated exception report). If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Trustee shall (or shall cause
a Custodian on its behalf to) deliver a comparable certification, upon request,
to any party hereto, any Serviced Non-Trust Mortgage Loan Noteholder and/or any
Underwriter.

          (c) None of the Trustee, the Master Servicer, the Special Servicer or
any Custodian is under any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.

          (d) It is understood that the scope of the Trustee's review of the
Mortgage Files is limited solely to confirming that the documents specified in
clauses (a)(i) through (a)(viii) and (a)(xiv) (or, in the case of an Outside
Serviced Trust Mortgage Loan, in clauses (b)(i) through (b)(iii)) of the
definition of "Mortgage File" have been received and such additional information
as will be necessary for delivering the certifications required by Sections
2.02(a) and (b) above.

          (e) The Trustee, directly or through a Custodian retained by it,
shall: (i) provide for the safekeeping and preservation of the Mortgage Files
with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files
from its own assets and the assets retained by it for others; (iii) maintain
such Mortgage Files in secure and fire resistant facilities in compliance with
customary industry standards; (iv) maintain disaster recovery protocols to
ensure the preservation of such Mortgage Files in the event of force majeure;
and (v) track and monitor the receipt and movement internally and externally of
such Mortgage Files and any release and reinstatement thereof.

          SECTION 2.03. Repurchase of Trust Mortgage Loans for Document
                        Defects and Breaches of Representations and Warranties.

          (a) If any party hereto (other than the Depositor) discovers or
receives written notice, with respect to any Trust Mortgage Loan, that (i) any
document (A) constituting a part of the related Mortgage File pursuant to
clauses (a)(i) through (a)(xiii) (or, in the case of an Outside Serviced Trust
Mortgage Loan, clause (b)(i)) of the definition of "Mortgage File", (B)
specifically set forth on Schedule IX hereto with respect to a Lehman Trust
Mortgage Loan only or (C) specifically set forth on Exhibit D to the related
Mortgage Loan Purchase Agreement with respect to any Non-Lehman Trust Mortgage
Loan only, has not been executed (if applicable) or is missing (each, a
"Document Defect") or (ii) there exists a breach of any representation or
warranty of the related Unaffiliated Mortgage Loan Seller made pursuant to
Section 3(b) of the related UMLS/Depositor Mortgage Loan Purchase Agreement with
respect to any Non-Lehman Trust Mortgage Loan (a "Breach") or a breach of any
representation or warranty of the Depositor made pursuant to Section 2.04(b)
hereof with respect to any Lehman Trust Mortgage Loan (also, a "Breach"), then
such party shall give prompt written notice


                                     -118-




thereof to each Rating Agency, the related Mortgage Loan Seller, the other
parties hereto and the Controlling Class Representative. If the Depositor (in
the case of a Lehman Trust Mortgage Loan) or the related Unaffiliated Mortgage
Loan Seller (in the case of a Non-Lehman Trust Mortgage Loan) receives written
notice of a Document Defect or a Breach with respect to any Trust Mortgage Loan,
and such Document Defect or Breach, as of the date specified in the fourth
paragraph of this Section 2.03(a), materially and adversely affects the value of
the subject Trust 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.

          Promptly upon becoming aware of any Material Document Defect or
Material Breach with respect to a Non-Lehman Trust Mortgage Loan, the Trustee
shall deliver a Seller/Depositor Notification to the related Unaffiliated
Mortgage Loan Seller, the Master Servicer and the Special Servicer and shall
require the related Unaffiliated Mortgage Loan Seller, within the time period
and subject to the conditions provided for in the applicable Mortgage Loan
Purchase Agreement, except as otherwise contemplated by Sections 2.03(d) and
2.03(e), to cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, or repurchase the affected Trust Mortgage Loan
or any related REO Property (or, in the case of an REO Property related to a
Loan Combination, the Trust's interest therein) at the applicable Purchase Price
by wire transfer of immediately available funds to the Pool Custodial Account.
Promptly upon becoming aware of any such Material Document Defect or Material
Breach with respect to a Lehman Trust Mortgage Loan, the Trustee shall deliver a
Seller/Depositor Notification to the Depositor, the Master Servicer and the
Special Servicer, and the Depositor shall, subject to Sections 2.03(d), 2.03(e)
and 2.03(f), (A) not later than 90 days after (1) the Depositor and the Trustee
have agreed upon the existence of such Material Document Defect or Material
Breach or (2) a court of competent jurisdiction makes a final non-appealable
determination that a Material Document Defect or Material Breach exists, or (B)
in the case of a Material Document Defect or Material Breach that affects
whether a Lehman Trust Mortgage Loan is or will continue to be a "qualified
mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),
not later than 90 days following the discovery by any party of such Material
Document Defect or Material Breach (either such 90-day period in the case of
clause (A)(1), (A)(2) or (B) (with respect to a Lehman Trust Mortgage Loan), and
any "Initial Resolution Period", as defined in the related UMLS/Depositor
Mortgage Loan Purchase Agreement (with respect to a Non-Lehman Trust Mortgage
Loan), as applicable, are each referred to herein as an "Initial Resolution
Period"), (i) cure such Material Document Defect or Material Breach, as the case
may be, in all material respects (which cure shall include payment of any
out-of-pocket expenses that are reasonably incurred and directly attributable to
pursuing such a claim based on such Material Document Defect or Material Breach
associated therewith) or (ii) if any such Material Document Defect or Material
Breach, as the case may be, cannot be cured within the Initial Resolution
Period, repurchase the affected Lehman Trust Mortgage Loan or any related REO
Property (or, in the case of an REO Property related to a Loan Combination, the
Trust's interest therein) at the applicable Purchase Price by wire transfer of
immediately available funds to the Pool Custodial Account; provided, however,
that if (w) such Material Document Defect or Material Breach is capable of being
cured but not within the Initial Resolution Period, (x) such Material Document
Defect or Material Breach, as the case may be, does not affect whether any
Lehman Trust Mortgage Loan is a Qualified Mortgage, (y) the Depositor has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach, as the case may be, within the Initial Resolution
Period, and (z) the Depositor shall have delivered to the Trustee an Officer's
Certificate confirming that such Material Breach or Material Document Defect, as
the case may be, is not capable of being cured within the applicable Initial
Resolution Period, setting forth what actions the


                                     -119-




Depositor is pursuing in connection with the cure thereof and stating that the
Depositor anticipates that such Material Breach or Material Document Defect, as
the case may be, will be cured within an additional period not to exceed 90 days
beyond the end of the Initial Resolution Period, then the Depositor shall have
an additional 90-day period (such additional 90-day period (with respect to a
Lehman Trust Mortgage Loan), and any "Resolution Extension Period", as defined
in the related Mortgage Loan Purchase Agreement (with respect to a Non-Lehman
Trust Mortgage Loan), as applicable, are each referred to herein as a
"Resolution Extension Period"), to complete such cure or, failing such, to
repurchase the affected Trust Mortgage Loan (or the related Mortgaged Property);
and provided, further, that, if any such Material Document Defect is still not
cured after the applicable Initial Resolution Period and any such applicable
Resolution Extension Period solely due to the failure of the Depositor to have
received a recorded document, then the Depositor shall be entitled to continue
to defer its cure and repurchase obligations in respect of such Material
Document Defect so long as the Depositor certifies to the Trustee every six
months thereafter that the Material Document Defect is still in effect solely
because of its failure to have received the recorded document and that the
Depositor is diligently pursuing the cure of such defect (specifying the actions
being taken). The parties acknowledge that neither delivery of a certification
or schedule of exceptions to the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the related Unaffiliated Mortgage Loan Seller (in the case of
a Non-Lehman Trust Mortgage Loan) pursuant to Section 2.02(b) or otherwise nor
possession of such certification or schedule by the Depositor (in the case of a
Lehman Trust Mortgage Loan), or the related Unaffiliated Mortgage Loan Seller
(in the case of a Non-Lehman Trust Mortgage Loan) shall, in and of itself,
constitute delivery of notice of any Material Document Defect or Material Breach
or knowledge or awareness by the Depositor or the related Unaffiliated Mortgage
Loan Seller, as the case may be, of any Material Document Defect or Material
Breach.

          If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, or during any comparable deferral by an
Unaffiliated Mortgage Loan Seller of its cure and repurchase obligations as
provided in Section 5 of the related UMLS/Depositor Mortgage Loan Purchase
Agreement, the Trust Mortgage Loan that is the subject of the Material Document
Defect either becomes a Specially Serviced Trust Mortgage Loan or becomes the
subject of a proposed or actual assumption of the obligations of the related
Mortgagor under such Trust Mortgage Loan, then (i) any party to this Agreement
that becomes aware of such event shall deliver a Seller/Depositor Notification
to such effect (unless a Seller/Depositor Notification with respect to such
event has already been delivered by another party) to the Master Servicer, the
Special Servicer, the Trustee and either the Depositor (in the case of a Lehman
Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan Seller (in the
case of a Non-Lehman Trust Mortgage Loan), and (ii) the Trustee, upon becoming
aware of such event, shall deliver a Seller/Depositor Notification to the Master
Servicer, the Special Servicer and either the Depositor (in the case of a Lehman
Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan Seller (in the
case of a Non-Lehman Trust Mortgage Loan), providing notice of such event and
directing the Depositor or the related Unaffiliated Mortgage Loan Seller, as
applicable, to cure the subject Material Document Defect within 15 days of
receipt of such Seller/Depositor Notification. If, upon the expiration of such
15-day period, the Depositor or the related Unaffiliated Mortgage Loan Seller,
as applicable, has failed to cure the subject Material Document Defect, then the
Master Servicer or the Special Servicer, as applicable, shall be entitled (but
not obligated) to perform the obligations of the Depositor or the related
Unaffiliated Mortgage Loan Seller, as applicable, with respect to curing the
subject Material Document Defect; and, upon electing to perform such
obligations, the Master Servicer or the Special Servicer, as applicable, shall
promptly deliver a Seller/Depositor Notification to such effect. In connection
with the


                                     -120-




preceding sentence, the Depositor will, and each related Unaffiliated Mortgage
Loan Seller will be obligated under the related UMLS/Depositor Mortgage Loan
Purchase Agreement to, pay all reasonable actual out-of-pocket costs and
expenses in connection with the applicable servicer's effecting such cure.

          Provided that the Depositor (in the case of a Lehman Trust Mortgage
Loan) and/or the Unaffiliated Mortgage Loan Seller (in the case of a Non-Lehman
Trust Mortgage Loan) provides a materially complete and accurate list of the
Mortgage Loan Origination Documents applicable to any Serviced Trust Mortgage
Loan within 90 days of the Closing Date, then all Seller/Depositor Notifications
relative to Material Document Defects with respect to such Serviced Trust
Mortgage Loan must be given within 12 months of the first anniversary of the
later of (i) the initial custodial certification given with respect to such
Serviced Trust Mortgage Loan (pursuant to Section 2.02(b)) and (ii) the date of
delivery of the related mortgage loan checklist, in order for such notice to be
effective and give rise to any obligation on the part of the Depositor or the
Unaffiliated Mortgage Loan Seller, as applicable, with respect to the subject
Document Defect pursuant to or as contemplated by this Section 2.03. Nothing
contained in this Agreement shall be construed to obligate the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the Unaffiliated Mortgage Loan Seller
(in the case of a Non-Lehman Trust Mortgage Loan) to deliver a mortgage loan
checklist with respect to any Trust Mortgage Loan, and in the event that any
such party, in its sole discretion, delivers a mortgage loan checklist in
respect of any Serviced Trust Mortgage Loan, the delivery thereof shall not give
rise to any liability whatsoever on the part of such party to any party to this
Agreement, to the Certificateholders or to any other Person.

          Provided that if any Seller/Depositor Notification with respect to a
Material Document Defect or Material Breach is received by the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan
Seller (in the case of a Non-Lehman Trust Mortgage Loan), in accordance with the
provisions of this Section 2.03, within 24 months of the Closing Date, the
material and adverse effect of the subject Document Defect or Breach shall be
determined as of the date of the Mortgage Loan Purchase Agreements. 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 Depositor (in the case of a Lehman
Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan Seller (in the
case of a Non-Lehman Trust Mortgage Loan), in accordance with the provisions of
this Section 2.03, within 24 months of the Closing Date, shall be determined as
of the date of such Seller/Depositor Notification.

          If, in connection with any Material Breach, the Depositor is obligated
to repurchase any Lehman Trust Mortgage Loan pursuant to this Section 2.03, or
an Unaffiliated Mortgage Loan Seller is obligated to repurchase any Non-Lehman
Trust Mortgage Loan pursuant to the related UMLS/Depositor Mortgage Loan
Purchase Agreement, then such obligation shall extend to any REO Trust Mortgage
Loan with respect thereto; provided that (i) the subject Material Breach existed
as to the subject predecessor Trust Mortgage Loan prior to the date the related
Mortgaged Property became an REO Property or within 90 days thereafter, and (ii)
the party having the repurchase obligation 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 subject Material Breach and directing such party to repurchase
the subject Trust Mortgage Loan.

          (b) In connection with the events in Section 2.03(a), the Trustee
shall prepare and deliver, in each case promptly upon becoming aware of such
event, to the Master Servicer, the Special Servicer and either the Depositor
(with respect to a Lehman Trust Mortgage Loan) or the related


                                     -121-




Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman Trust Mortgage
Loan), as applicable, a Seller/Depositor Notification identifying and describing
the circumstances identified in the definition of "Seller/Depositor
Notification" (unless, in the case of an event described in clauses (iii), (iv)
and/or (vi), as applicable, of the definition of "Seller/Depositor
Notification", a Seller/Depositor Notification with respect to such event has
already been delivered by the Master Servicer or the Special Servicer). Further,
in connection with the events in Section 2.03(a), the Master Servicer or the
Special Servicer, as applicable, shall prepare and deliver, in each case
promptly upon becoming aware of such event, to the other such servicer, the
Trustee and either the Depositor (with respect to a Lehman Trust Mortgage Loan)
or the related Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman
Trust Mortgage Loan), as applicable, a Seller/Depositor Notification identifying
and describing the circumstances identified in clauses (iii), (iv) and/or (vi),
as applicable, of the definition of "Seller/Depositor Notification" (unless such
notification has already been delivered). A copy of each such Seller/Depositor
Notification shall also be delivered to the Controlling Class Representative
and, in the case of an event described in clauses (v) and/or (vii) of the
definition of "Seller/Depositor Notification", to either internal counsel to the
Depositor (with respect to a Lehman Trust Mortgage Loan) or counsel to the
related Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman Trust
Mortgage Loan), as applicable, to the extent the Trustee, Master Servicer or
Special Servicer, as applicable, knows the identity of such person.

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


                                     -122-




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

          (d) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Depositor set forth
in, or made pursuant to, paragraph (xlviii) of Schedule II hereto, or on the
part of the related Unaffiliated Mortgage Loan Seller set forth in, or made
pursuant to, paragraph (xlviii) of Exhibit B to the related UMLS/Depositor
Mortgage Loan Purchase Agreement, in each case specifically relating to whether
or not the Mortgage Loan documents or any particular Mortgage Loan document for
any Mortgage Loan requires the related Mortgagor to bear the reasonable costs
and expenses associated with the subject matter of such representation or
warranty, as set forth in such representation or warranty, then the Master
Servicer shall (and the Special Servicer may) direct the Depositor (in the case
of a Lehman Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan
Seller (in the case of a Non-Lehman Trust Mortgage Loan) in writing to wire
transfer to the Pool Custodial Account, within 90 days of such party's receipt
of such direction, the amount of any such reasonable costs and expenses incurred
by the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the related Unaffiliated Mortgage Loan Seller (in the case of a
Non-Lehman Trust Mortgage Loan) shall be deemed to have cured such Breach in all
respects. Provided that such payment is made, this paragraph describes the sole
remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and none of the Depositor (in the case of a Lehman Trust Mortgage Loan)
or the related Unaffiliated Mortgage Loan Seller (in the case of a Non-Lehman
Trust Mortgage Loan) shall be obligated to otherwise cure such Breach or
repurchase the affected Trust Mortgage Loan under any circumstances. Amounts
deposited in the Pool Custodial Account pursuant to this paragraph shall
constitute "Liquidation Proceeds" for all purposes of this Agreement (other than
Section 3.11(c)).

          (e) Subject to the penultimate sentence of this paragraph and subject
to Section 2.03(d), if the Depositor determines that a Material Breach (other
than a Material Breach of a representation or warranty on the part of the
Depositor set forth in, or made pursuant to, paragraph (xvii) of Schedule II
hereto) or a Material Document Defect with respect to a Lehman Trust Mortgage
Loan is not capable of being cured in accordance with Section 2.03(a), or the
related Unaffiliated Mortgage Loan Seller determines that a Material Breach
(other than a Material Breach of a representation or warranty on the part of the
related Unaffiliated Mortgage Loan Seller set forth in, or made pursuant to,
paragraph (xvii) of Exhibit B to the related UMLS/Depositor Mortgage Loan
Purchase Agreement) or Material Document Defect with respect to a Non-Lehman
Trust Mortgage Loan is not capable of being cured in accordance with Section
5(a) of the related UMLS/Depositor Mortgage Loan Purchase Agreement, then (in
lieu of repurchasing such Trust Mortgage Loan) the Depositor or the related
Unaffiliated Mortgage Loan Seller, as the case may be, may, at its sole option,
pay a cash amount equal to the loss of value (each such payment, a "Loss of
Value Payment") with respect to such Trust Mortgage Loan, which loss of value is
directly attributed to such Material Breach or Material Document Defect, as the
case may be. The amount of each such Loss of Value Payment shall be determined
either (i) by mutual agreement of the Special Servicer on behalf of the Trust
with respect to the subject Material Breach or Material Document Defect, as the
case may be, and any of the Depositor or the related Unaffiliated Mortgage Loan
Seller, as the case may be, or (ii) by judicial decision; provided that,


                                     -123-




in the event there is a legal action for determining the existence of a Material
Breach or a Material Document Defect with respect to any Trust Mortgage Loan,
such legal action must also include a determination of the amount of the loss of
value to such Trust Mortgage Loan directly attributed to such Material Breach or
such Material Document Defect, as the case may be. Provided that such payment is
made, this paragraph describes the sole remedy available to the
Certificateholders and the Trustee on their behalf regarding any such Material
Breach or Material Document Defect, and neither the Depositor (in the case of a
Lehman Trust Mortgage Loan) nor the related Unaffiliated Mortgage Loan Seller
(in the case of a Non-Lehman Trust Mortgage Loan) shall be obligated to
otherwise cure such Material Breach or Material Document Defect or repurchase
the affected Mortgage Loan based on such Material Breach or Material Document
Defect under any circumstances. Notwithstanding the foregoing provisions of this
Section 2.03(e), if 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, then this Section
2.03(e) shall not apply, and the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the related Unaffiliated Mortgage Loan Seller (in the case of
a Non-Lehman Trust Mortgage Loan) shall be obligated to repurchase the affected
Mortgage Loan at the applicable Purchase Price in accordance with Section
2.03(a); and, furthermore, neither the Depositor nor the related Unaffiliated
Mortgage Loan Seller shall have the option of delivering Loss of Value Payments
in connection with any Material Breach relating to a Trust Mortgage Loan's
failure to be a Qualified Mortgage. In the event there is a Loss of Value
Payment made by the Depositor or an Unaffiliated Mortgage Loan Seller, as the
case may be, in accordance with this Section 2.03(e), the amount of such Loss of
Value Payment shall be deposited into the Loss of Value Reserve Fund to be
applied in accordance with Section 3.05(e).

          In the event the amount of any Loss of Value Payment is determined by
judicial decision, then such Loss of Value Payment shall also include the
payment of any costs and expenses (including costs incurred in establishing the
amount of any related loss of value to the subject Trust Mortgage Loan,
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 Depositor or the related
Unaffiliated Mortgage Loan Seller, as applicable, with respect to the subject
Material Breach or Material Document Defect, as the case may be; provided that,
if the Depositor (with respect to a Lehman Trust Mortgage Loan) or the related
Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman Trust Mortgage
Loan) tenders a loss of value payment in a specified amount in connection with a
Material Breach or Material Document Defect, as the case may be, prior to the
institution of legal proceedings and that offer is rejected, and if an amount
equal to or less than the loss of value payment originally tendered by the
Depositor or the related Unaffiliated Mortgage Loan Seller, as the case may be,
is ultimately determined by judicial decision, to be the actual amount of the
Loss of Value Payment attributed to such Material Breach or Material Document
Defect, as the case may be, then that Loss of Value


                                     -124-




Payment shall not include the payment of any costs or expenses incurred in
enforcing the rights of the Trust against the Depositor or the related
Unaffiliated Mortgage Loan Seller, as applicable, with respect to the subject
Material Breach or Material Document Defect, as the case may be; and provided,
further, that, if the Special Servicer requests a loss of value payment from the
Depositor or the related Unaffiliated Mortgage Loan Seller, as the case may be,
of a specified amount in connection with a Material Breach or Material Document
Defect, as the case may be, and the Depositor or the related Unaffiliated
Mortgage Loan Seller, as the case may be, refuses to pay that amount, and if an
amount equal to or greater than the loss of value payment originally requested
by the Special Servicer is ultimately determined by judicial decision, to be the
actual Loss of Value Payment attributable to such Material Document Defect or
Material Breach, then that Loss of Value Payment shall also include the payment
of any costs or expenses reasonably incurred in good faith in enforcing the
rights of the Trust against the Depositor or the related Unaffiliated Mortgage
Loan Seller, as applicable, with respect to the subject Material Breach or
Material Document Defect, as the case may be; and provided, further, that, if
the Depositor (with respect to a Lehman Trust Mortgage Loan) or the related
Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman Trust Mortgage
Loan) tenders a loss of value payment in connection with a Material Breach or
Material Document Defect, as the case may be, in a specified amount, and the
Special Servicer rejects such tender and requests a greater loss of value
payment amount, and an amount in between the respective amounts tendered and
requested is ultimately determined by judicial decision, to be the actual Loss
of Value Payment attributable to such Material Breach or Material Document
Defect, as the case may be, then that Loss of Value Payment shall also include
the payment of an amount equal to the product of (i) all costs and expenses
reasonably incurred in connection with that judicial decision, multiplied by
(ii) a fraction, the numerator of which is the excess of the amount determined
by that judicial decision over the amount tendered by the Depositor or the
related Unaffiliated Mortgage Loan Seller, as the case may be, and the
denominator of which is the excess of the amount requested by the Special
Servicer over the amount tendered by the Depositor or the related Unaffiliated
Mortgage Loan Seller, as the case may be. Notwithstanding the foregoing, in the
event any Loss of Value Payment is determined by the parties hereto by mutual
agreement (and not by a judicial decision), that Loss of Value Payment shall not
include any costs and expenses incurred by the Master Servicer, the Special
Servicer or the Trustee unless such costs and expenses were specifically
included in such mutual agreement.

          (f) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of (A) the Depositor set forth in,
or made pursuant to, paragraph (xvii) of Schedule II hereto with respect to any
Lehman Trust Mortgage Loan, or (B) the related Unaffiliated Mortgage Loan Seller
set forth in, or made pursuant to, paragraph (xvii) of Exhibit B to the related
UMLS/Depositor Mortgage Loan Purchase Agreement with respect to any Non-Lehman
Trust Mortgage Loan, and, in each case, the subject Mortgage Loan becomes a
Qualified Mortgage prior to the expiration of the Initial Resolution Period
applicable to a Material Document Defect or Material Breach that affects whether
a Mortgage Loan is a Qualified Mortgage, and without otherwise causing an
Adverse REMIC Event or an Adverse Grantor Trust Event, then such breach will be
cured and the Depositor or the related Unaffiliated Mortgage Loan Seller, as the
case may be, will not be obligated to repurchase or otherwise remedy such
Breach.

          (g) In connection with any purchase or repurchase of a Trust Mortgage
Loan pursuant to or otherwise as contemplated by this Section 2.03, the Trustee,
the Custodian, the Master Servicer and the Special Servicer shall each tender to
the purchasing/repurchasing entity, upon delivery to each of them of a receipt
executed by the purchasing/repurchasing entity, all portions of the Mortgage
File and other documents pertaining to such Trust Mortgage Loan possessed by it
(other than privileged communications or correspondence), and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the
extent necessary or appropriate to the purchasing/repurchasing entity or its
designee in the same manner, but only if the respective documents have been
previously assigned or endorsed to the Trustee, and pursuant to appropriate
forms of assignment, substantially similar to the manner and forms pursuant to
which such documents were previously assigned to the Trustee; provided that such
tender by the Trustee or by a Custodian on its behalf shall be conditioned upon
its receipt from the Master Servicer of a Request for Release accompanied by a
certification of a Servicing Officer to the effect that all amounts received or
to be received in connection with such purchase or repurchase, as the case may
be, which are required to be deposited in the Pool Custodial


                                     -125-




Account pursuant to Section 3.04(a) have been deposited. The Master Servicer
shall, and is hereby authorized and empowered by the Trustee to, prepare,
execute and deliver in its own name, on behalf of the Certificateholders and the
Trustee or any of them, the endorsements and assignments contemplated by this
Section 2.03(g), and such other instruments as may be necessary or appropriate
to transfer title to an REO Property or any interest therein in connection with
the repurchase of an REO Trust Mortgage Loan and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer.

          (h) The related UMLS/Depositor Mortgage Loan Purchase Agreement
provides the sole remedies available to the Certificateholders, or the Trustee
on behalf of the Certificateholders, respecting any Document Defect or Breach
with respect to any Non-Lehman Trust Mortgage Loan. This Section 2.03 provides
the sole remedies available to the Certificateholders, or the Trustee on behalf
of the Certificateholders, respecting any Document Defect or Breach with respect
to any Lehman Trust Mortgage Loan. Any purchase of a Trust Mortgage Loan
pursuant to or as contemplated by this Section 2.03 shall be on a whole loan,
servicing release basis.

          (i) In the event that the Master Servicer receives notice from the
Mortgagor under any Early Defeasance Trust Mortgage Loan that (i) such Mortgagor
intends to defease such Early Defeasance Trust Mortgage Loan in whole on or
before the second anniversary of the Closing Date and the cash amount tendered
by such Mortgagor to purchase Defeasance Collateral or other permitted
collateral in order to defease such Early Defeasance Trust Mortgage Loan (in
accordance with the related loan documents) is less than the Purchase Price that
would be applicable in the event of a repurchase of such Trust Mortgage Loan in
connection with a Material Breach or a Material Document Defect, or (ii) such
Mortgagor intends to partially defease such Early Defeasance Trust Mortgage Loan
on or prior to the second anniversary of the Closing Date, or (iii) such
Mortgagor intends to defease such Early Defeasance Trust Mortgage Loan in whole
on or before the second anniversary of the Closing Date and such Mortgagor is to
tender Defeasance Collateral or such other collateral as is permitted in
connection with a defeasance under the related loan documents that does not
constitute a cash amount equal to or greater than the Purchase Price set forth
in clause (i) above, then the Master Servicer shall promptly notify the Trustee
and either the Depositor (with respect to a Lehman Trust Mortgage Loan) or the
related Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman Trust
Mortgage Loan) of such Mortgagor's intention, and the Trustee shall direct the
Depositor (with respect to a Lehman Trust Mortgage Loan) or the related
Unaffiliated Mortgage Loan Seller (with respect to a Non-Lehman Trust Mortgage
Loan), as applicable, to repurchase (and the Depositor, with respect to a Lehman
Trust Mortgage Loan, hereby agrees, and the related Unaffiliated Mortgage Loan
Seller, with respect to a Non-Lehman Trust Mortgage Loan, pursuant to the
related Mortgage Loan Purchase Agreement, has agreed to repurchase) such Trust
Mortgage Loan at a price equal to (A) the Purchase Price that would be
applicable in the event of a repurchase of such Trust Mortgage Loan in
connection with a Material Breach or a Material Document Defect and (B) the
amount, if any, by which the proceeds from any cash defeasance deposit exceeds
the amount described in clause (A) of this sentence, upon deposit by the related
Mortgagor of Defeasance Collateral, or cash sufficient to purchase the
Defeasance Collateral, as contemplated by the related loan documents (if
applicable), but in any event no later than the related defeasance date.

          (j) In connection with any repurchase of any Early Defeasance Trust
Mortgage Loan, pursuant to or as contemplated by this Section 2.03, the Tax
Administrator shall in accordance with


                                     -126-




Section 9.02 effect a "qualified liquidation" of the related Loan REMIC in
accordance with the REMIC Provisions. The Depositor (in the case of a Lehman
Trust Mortgage Loan) hereby agrees to pay, and the related Unaffiliated Mortgage
Loan Seller pursuant to the related Mortgage Loan Purchase Agreement (in the
case of a Non-Lehman Trust Mortgage Loan) is obligated to pay, all reasonable
costs and expenses, including the costs of any Opinions of Counsel, in
connection with any such "qualified liquidation" of a Loan REMIC in accordance
with the REMIC Provisions.

          SECTION 2.04. Representations, Warranties and Covenants of the
                        Depositor.

               (a) The Depositor hereby represents, warrants and covenants to
     the Trustee, for its own benefit and the benefit of the Certificateholders,
     and to the Master Servicer and the Special Servicer, as of the Closing
     Date, that:

               (i) The Depositor is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware.

               (ii) The execution and delivery of this Agreement by the
     Depositor, and the performance and compliance with the terms of this
     Agreement by the Depositor, will not violate the Depositor's certificate of
     incorporation or by-laws or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other instrument to
     which it is a party or which is applicable to it or any of its assets.

               (iii) The Depositor has the full power and authority to enter
     into and consummate all transactions contemplated by this Agreement, has
     duly authorized the execution, delivery and performance of this Agreement,
     and has duly executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Depositor, enforceable against the Depositor
     in accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, moratorium and other laws affecting the
     enforcement of creditors' rights generally, and (B) general principles of
     equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

               (v) The Depositor is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in the Depositor's good faith and reasonable judgment, is likely
     to affect materially and adversely either the ability of the Depositor to
     perform its obligations under this Agreement or the financial condition of
     the Depositor.

               (vi) The transfer of the Trust Mortgage Loans to the Trustee as
     contemplated herein requires no regulatory approval, other than any such
     approvals as have been obtained, and is not subject to any bulk transfer or
     similar law in effect in any applicable jurisdiction.


                                     -127-




               (vii) The Depositor is not transferring the Trust Mortgage Loans
     to the Trustee with any intent to hinder, delay or defraud its present or
     future creditors.

               (viii) The Depositor has been solvent at all relevant times prior
     to, and will not be rendered insolvent by, its transfer of the Trust
     Mortgage Loans to the Trustee pursuant to Section 2.01(a).

               (ix) After giving effect to its transfer of the Trust Mortgage
     Loans to the Trustee pursuant to Section 2.01(a), the value of the
     Depositor's assets, either taken at their present fair saleable value or at
     fair valuation, will exceed the amount of the Depositor's debts and
     obligations, including contingent and unliquidated debts and obligations of
     the Depositor, and the Depositor will not be left with unreasonably small
     assets or capital with which to engage in and conduct its business.

               (x) The Depositor does not intend to, and does not believe that
     it will, incur debts or obligations beyond its ability to pay such debts
     and obligations as they mature.

               (xi) No proceedings looking toward merger, liquidation,
     dissolution or bankruptcy of the Depositor are pending or contemplated.

               (xii) No litigation is pending or, to the best of the Depositor's
     knowledge, threatened against the Depositor that, if determined adversely
     to the Depositor, would prohibit the Depositor from entering into this
     Agreement or that, in the Depositor's good faith and reasonable judgment,
     is likely to materially and adversely affect either the ability of the
     Depositor to perform its obligations under this Agreement or the financial
     condition of the Depositor.

               (xiii) Except for any actions that are the express responsibility
     of another party hereunder or under the Mortgage Loan Purchase Agreements,
     and further except for actions that the Depositor is expressly permitted to
     complete subsequent to the Closing Date, the Depositor has taken all
     actions required under applicable law to effectuate the transfer of the
     Trust Mortgage Loans by the Depositor to the Trustee.

               (xiv) Immediately prior to the transfer of the Non-Lehman Trust
     Mortgage Loans to the Trust pursuant to this Agreement (and assuming that
     the related Unaffiliated Mortgage Loan Seller transferred to the Depositor
     good and marketable title to each Non-Lehman Trust Mortgage Loan, free and
     clear of all liens, claims, encumbrances and other interests), (A) the
     Depositor had good and marketable title to, and was the sole owner and
     holder of, each Non-Lehman Trust Mortgage Loan, and (B) the Depositor has
     full right and authority to sell, assign and transfer each Non-Lehman Trust
     Mortgage Loan, exclusive of the servicing rights pertaining thereto.

          (b) The Depositor hereby makes to the Trustee, for the Trustee's own
benefit and the benefit of the Certificateholders, with respect to each Lehman
Trust Mortgage Loan only, the representations and warranties shown on Schedule
II hereto, as of the Closing Date or such other date specified in the particular
representation and warranty, subject to the exceptions set forth on Schedule III
hereto (the headings set forth in Schedule II hereto with respect to each
representation and warranty


                                     -128-




being for convenience of reference only and in no way limiting, expanding or
otherwise affecting the scope or subject matter thereof).

          Except as expressly provided in Section 2.04(a), the Depositor does
not make any representations or warranties regarding the Non-Lehman Trust
Mortgage Loans.

          (c) The representations, warranties and covenants of the Depositor set
forth in or made pursuant to Section 2.04(a) and Section 2.04(b) shall survive
the execution and delivery of this Agreement and shall inure to the benefit of
the Persons for whose benefit they were made for so long as the Trust Fund
remains in existence. Upon discovery by any party hereto of any breach of any of
such representations, warranties and covenants, the party discovering such
breach shall give prompt written notice thereof to the other parties.

          SECTION 2.05. Acceptance of Grantor Trust Assets by Trustee;
                        Issuance of the Class A-2FL Certificates and Class V
                        Certificates.

          (a) It is the intention of the parties hereto that the Grantor Trust
Assets constitute separate grantor trusts for federal income tax purposes. The
Trustee, by its execution and delivery hereof, acknowledges the assignment to it
of the Grantor Trust Assets, if any, and declares that it holds and will hold
any such assets in trust for the exclusive use and benefit of (i) all present
and future Holders of the Class A-2FL Certificates (in the case of the assets of
Grantor Trust A-2FL) and (ii) all present and future Holders of the Class V
Certificates (in the case of the assets of Grantor Trust V). Concurrently with
the assignment to it of the Grantor Trust Assets, the Certificate Registrar
shall execute, and the Authenticating Agent shall authenticate and deliver, to
or upon the order of the Depositor, (i) the Class A-2FL Certificates,
evidencing, in the aggregate, the entire beneficial ownership of Grantor Trust
A-2FL, and (ii) subject to Section 2.05(b), the Class V Certificates,
evidencing, in the aggregate, the entire beneficial ownership of Grantor Trust
V. The rights of Holders of the Class A-2FL Certificates and, subject to Section
2.05(b), the Class V Certificates, to receive distributions from the proceeds of
Grantor Trust A-2FL and Grantor Trust V, respectively, and all ownership
interests of such Holders in and to such respective distributions, shall be as
set forth in this Agreement.

          (b) Notwithstanding Section 2.05(a) or anything else to the contrary
set forth in this Agreement, if the Mortgage Pool does not, on the Closing Date,
include any ARD Trust Mortgage Loans, then: (i) there shall be no Grantor Trust
V; (ii) no Class V Certificates shall be issued; (iii) insofar as, but only
insofar as, the provisions of this Agreement specifically relate to Grantor
Trust V, the Class V Grantor Trust Assets, the Class V Certificates, the Class V
Sub-Account, ARD Mortgage Loans, ARD Trust Mortgage Loan and/or Additional
Interest, such provisions (other than this Section 2.05(b), the definitions of
such terms set forth in Section 1.01 hereof and Schedule I annexed hereto)
shall, without otherwise affecting the enforceability or validity of this
Agreement with respect to any other matters, be of no force and effect; and (iv)
the parties hereto shall have no rights or obligations with respect to Grantor
Trust V, the Class V Grantor Trust Assets, the Class V Certificates, the Class V
Sub-Account, ARD Mortgage Loans, ARD Trust Mortgage Loans and/or Additional
Interest. As of the Closing Date, the Mortgage Pool does not include any ARD
Trust Mortgage Loans.


                                     -129-




          SECTION 2.06. Acceptance of Loan REMICs by Trustee; Execution,
                        Authentication and Delivery of Class R-LR Certificates;
                        Creation of Loan REMIC Regular Interests.

          (a) The Trustee hereby acknowledges the assignment to it of any assets
to be included in the Loan REMICs. Concurrently with such assignment and in
exchange therefor, subject to Section 2.06(b), (i) the Loan REMIC Regular
Interests have been issued, and (ii) pursuant to the written request of the
Depositor executed by an authorized officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the Class
R-LR Certificates in authorized denominations. Subject to Section 2.06(b), (i)
the interests evidenced by the Class R-LR Certificates, together with the
related Loan REMIC Regular Interests, constitute the entire beneficial ownership
of the respective Loan REMICs; and (ii) the rights of the Class R-LR
Certificateholders and REMIC I (as holder of the Loan REMIC Regular Interests)
to receive distributions from the proceeds of the Early Defeasance Trust
Mortgage Loans (or any successor REO Mortgage Loans with respect thereto) in
respect of the Class R-LR Certificates and the Loan REMIC Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-LR Certificates and the Loan REMIC Regular Interests, shall be as set forth in
this Agreement.

          (b) Notwithstanding Section 2.06(a) or anything else to the contrary
set forth in this Agreement, if the Mortgage Pool does not, on the Closing Date,
include any Early Defeasance Trust Mortgage Loans, then: (i) there shall be no
Loan REMICs; (ii) no Class R-LR Certificates and no Loan REMIC Interests shall
be issued; (iii) insofar as, but only insofar as, the provisions of this
Agreement specifically relate to Loan REMICs, Loan REMIC Interests, Class R-LR
Certificates, Excess Defeasance Deposit Proceeds and/or Early Defeasance Trust
Mortgage Loans, such provisions (other than this Section 2.06(b), the
definitions of such terms set forth in Section 1.01 and Schedule VII annexed
hereto) shall, without otherwise affecting the enforceability or validity of
this Agreement with respect to any other matters, be of no force and effect; and
(iv) the parties hereto and the respective Mortgage Loan Sellers shall have no
rights or obligations with respect to the Loan REMICs, Loan REMIC Interests,
Class R-LR Certificates, Excess Defeasance Deposit Proceeds and/or Early
Defeasance Trust Mortgage Loans.

          SECTION 2.07. Conveyance of Loan REMIC Regular Interests.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the Loan REMIC
Regular Interests, if any, to the Trustee for the benefit of the Holders of the
Class R-I Certificates and REMIC II as the holder of the REMIC I Regular
Interests. The Trustee acknowledges the assignment to it of the Loan REMIC
Regular Interests, if any, and declares that it holds and will hold the same in
trust for the exclusive use and benefit of all present and future Holders of the
Class R-I Certificates and REMIC II as the holder of the REMIC I Regular
Interests.

          SECTION 2.08. Execution, Authentication and Delivery of Class
                        R-I Certificates; Creation of REMIC I Regular Interests.

          The Trustee hereby acknowledges the assignment to it of the assets
included in REMIC I. Concurrently with such assignment and in exchange therefor,
(a) the REMIC I Regular Interests have been issued, and (b) pursuant to the
written request of the Depositor executed by an authorized officer


                                     -130-




thereof, the Trustee, as Certificate Registrar, has executed, and the Trustee,
as Authenticating Agent, has authenticated and delivered to or upon the order of
the Depositor, the Class R-I Certificates in authorized denominations. The
interests evidenced by the Class R-I Certificates, together with the REMIC I
Regular Interests, constitute the entire beneficial ownership of REMIC I. The
rights of the Class R-I Certificateholders and REMIC II (as holder of the REMIC
I Regular Interests) to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Certificates and the REMIC I Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-I Certificates and the REMIC I Regular Interests, shall be as set forth in
this Agreement.

          SECTION 2.09. Conveyance of REMIC I Regular Interests;
                        Acceptance of REMIC II by Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the Class R-II
Certificates and REMIC III as the holder of the REMIC II Regular Interests. The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Holders of the Class R-II Certificates and
REMIC III as the holder of the REMIC II Regular Interests.

          SECTION 2.10. Execution, Authentication and Delivery of Class
                        R-II Certificates; Creation of REMIC II Regular
                        Interests.

          Concurrently with the assignment to the Trustee of the REMIC I Regular
Interests and in exchange therefor, (a) the REMIC II Regular Interests have been
issued and (b) pursuant to the written request of the Depositor executed by an
authorized officer thereof, the Trustee, as Certificate Registrar, has executed,
and the Trustee, as Authenticating Agent, has authenticated and delivered to or
upon the order of the Depositor, the Class R-II Certificates in authorized
denominations. The rights of the Class R-II Certificateholders and REMIC III (as
holder of the REMIC II Regular Interests) to receive distributions from the
proceeds of REMIC II in respect of the Class R-II Certificates and the REMIC II
Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-II Certificates and the REMIC II Regular Interests,
shall be as set forth in this Agreement.

          SECTION 2.11. Conveyance of REMIC II Regular Interests;
                        Acceptance of REMIC III by Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC II
Regular Interests to the Trustee for the benefit of the Holders of the REMIC III
Certificates and Grantor Trust A-2FL as the holder of the Class A-2FL REMIC III
Regular Interest. The Trustee acknowledges the assignment to it of the REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC III
Certificates and Grantor Trust A-2FL as the holder of the Class A-2FL REMIC III
Regular Interest.


                                     -131-




          SECTION 2.12. Execution, Authentication and Delivery of REMIC
                        III Certificates.

          Concurrently with the assignment to the Trustee of the REMIC II
Regular Interests and in exchange therefor, pursuant to the written request of
the Depositor executed by an officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the REMIC III
Certificates in authorized denominations evidencing or, together with the Class
A-2FL REMIC III Regular Interest, constituting the entire beneficial ownership
of REMIC III. The rights of the Holders of the respective Classes of REMIC III
Certificates and Grantor Trust A-2FL, as the holders of the Class A-2FL REMIC
III Regular Interest, to receive distributions from the proceeds of REMIC III in
respect of their REMIC III Certificates or the Class A-2FL REMIC III Regular
Interest, as the case may be, and all ownership interests evidenced or
constituted by the respective Classes of REMIC III Certificates and the Class
A-2FL REMIC III Regular Interest in such distributions, shall be as set forth in
this Agreement.

          SECTION 2.13. Acceptance of Loss of Value Reserve Fund by Trustee.

          It is the intention of the parties hereto that any Loss of Value
Payments Received by the Trust pursuant to Section 2.03(e), together with the
Loss of Value Reserve Fund, shall collectively constitute an "outside reserve
fund" within the meaning of Treasury regulation section 1.860G-2(h). The
Trustee, by execution and delivery hereof, acknowledges the assignment to it of
the assets consisting of the Loss of Value Reserve Fund, including the amounts
held therein, and declares that it holds and will hold such assets, through the
Special Servicer, in accordance with Section 3.04(e), in trust and for the
benefit of the Certificateholders, as their interests may appear.
Notwithstanding anything herein to the contrary, based on applicable law as of
the date hereof, for all income and franchise tax purposes, the Holder or
Holders of the Class R-III Certificates shall be treated and reported as the
sole beneficial owner(s) of the Loss of Value Reserve Fund.


                                      -132-




                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

          SECTION 3.01. Administration of the Mortgage Loans.

          (a) All of the Serviced Mortgage Loans and Administered REO Properties
are to be serviced and administered by the Master Servicer and/or the Special
Servicer hereunder. Each of the Master Servicer and the Special Servicer shall
service and administer the Serviced Mortgage Loans and Administered REO
Properties that it is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee, for the benefit of the Certificateholders
(or, in the case of a Serviced Loan Combination, for the benefit of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as determined in the good faith and reasonable judgment of the
Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement; (iii)
the express terms of the respective Serviced Mortgage Loans and any and all
related intercreditor, co-lender or similar agreements (including with respect
to performing the duties of the holders of the respective Serviced Mortgage
Loans thereunder (to the extent not inconsistent with this Agreement and to the
extent consistent with the Servicing Standard)); and (iv) to the extent
consistent with the foregoing, the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable in accordance with this Agreement, shall
service and administer each Cross-Collateralized Group as a single Serviced
Mortgage Loan as and when necessary and appropriate consistent with the
Servicing Standard. Without limiting the foregoing and subject to Section 3.21,
(i) the Master Servicer shall service and administer all of the Performing
Serviced Mortgage Loans and shall render such services with respect to the
Specially Serviced Mortgage Loans as are specifically provided for herein, and
(ii) the Special Servicer shall service and administer each Specially Serviced
Mortgage Loan and Administered REO Property and shall render such services with
respect to Performing Serviced Mortgage Loans as are specifically provided for
herein. All references herein to the respective duties of the Master Servicer
and the Special Servicer, and to the areas in which they may exercise
discretion, shall be subject to Section 3.21.

          (b) Subject to Sections 3.01(a), 3.20, 3.27 and 6.11, the Master
Servicer and the Special Servicer shall each have full power and authority,
acting alone (or, to the extent contemplated by Section 3.22 of this Agreement,
through subservicers), to do or cause to be done any and all things in
connection with the servicing and administration contemplated by Section 3.01(a)
that it may deem necessary or desirable. Without limiting the generality of the
foregoing, each of the Master Servicer and the Special Servicer, in its own
name, with respect to each of the Serviced Mortgage Loans it is obligated to
service hereunder, is authorized and empowered by the Trustee and, to the extent
provided in the related Co-Lender Agreement, each related Serviced Non-Trust
Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the
Certificateholders, the Trustee and such Serviced Non-Trust Mortgage Loan
Noteholder or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.01(a), 3.20, 6.11 and
3.27, any and all modifications, extensions, waivers, amendments or consents to
or with respect to any documents contained in the related Mortgage File; (iii)
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge or of assignment, and all other comparable instruments; and
(iv) any


                                     -133-




and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Serviced Mortgage Loan as
contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at
the written request of the Master Servicer or the Special Servicer, promptly
execute any limited powers of attorney and other documents furnished by the
Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

          (c) The parties hereto acknowledge that each Loan Combination is
subject to the terms and conditions of the related Co-Lender Agreement; and,
with respect to each Loan Combination, the parties hereto further recognize the
respective rights and obligations of the Trust, as holder of the related
Combination Trust Mortgage Loan, and of the related Non-Trust Mortgage Loan
Noteholder(s) under the related Co-Lender Agreement.

          (d) With respect to any Serviced Loan Combination, in the event that
neither the related Trust Mortgage Loan nor the related REO Property (or any
interest therein) is an asset of the Trust Fund and, except as contemplated in
the second paragraph of this Section 3.01(d), in accordance with the related
Co-Lender Agreement, the servicing and administration of such Serviced Loan
Combination and any related REO Property are to be governed by a separate
servicing agreement and not by this Agreement, then (either (i) with the consent
or at the request of the holders of each Mortgage Loan comprising such Serviced
Loan Combination or (ii) if expressly provided for in the related Co-Lender
Agreement) the Master Servicer and, if such Serviced Loan Combination is then
being specially serviced hereunder or the related Mortgaged Property has become
an REO Property, the Special Servicer, shall continue to act in such capacities
under such separate servicing agreement; provided that such separate servicing
agreement shall be reasonably acceptable to the Master Servicer and/or the
Special Servicer, as the case may be, and shall contain servicing and
administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of
this Agreement, except for the fact that such Serviced Loan Combination and the
related Mortgaged Property shall be the sole assets serviced and administered
thereunder and the sole source of funds thereunder.

          Further, with respect to any Serviced Loan Combination, if at any time
neither the related Trust Mortgage Loan nor any related REO Property (or any
interest therein) is an asset of the Trust Fund, and if a separate servicing
agreement with respect to such Serviced Loan Combination or any related REO
Property, as applicable, has not been entered into as contemplated by the
related Co-Lender Agreement and the prior paragraph (for whatever reason,
including the failure to obtain any rating agency confirmation required in
connection therewith pursuant to the related Co-Lender Agreement), and
notwithstanding that neither the related Trust Mortgage Loan nor any related REO
Property (or any interest therein) is an asset of the Trust Fund, then, unless
directed otherwise by the then current holders of the Mortgage Notes comprising
such Serviced Loan Combination, the Master Servicer and, if applicable, the
Special Servicer shall continue to service and administer such Serviced Loan
Combination and/or any related REO Property, for the benefit of the respective
holders of such Serviced


                                     -134-




Loan Combination, under this Agreement as if such Serviced Loan Combination or
any related REO Property were the sole assets subject hereto, with certain
references in this Agreement applicable to the Trust, the Trustee, the
Certificates, the Certificateholders (or any subgroup thereof) or any
representative of any such Certificateholders, all being construed to refer to
such similar terms as are applicable to the then current holder of the Mortgage
Note for the related Serviced Combination Trust Mortgage Loan.

          (e) The Master Servicer shall use efforts consistent with the
Servicing Standard to have prepared, executed (with the cooperation of the
Depositor, in the case of a Lehman Trust Mortgage Loan, and the related
Unaffiliated Mortgage Loan Seller, in the case of a Non-Lehman Trust Mortgage
Loan, in obtaining requisite signatures, if applicable) and delivered by the
applicable party (and included in the Servicing File), not later than the later
of (i) 30 days following the Master Servicer's receipt of the subject franchisor
comfort letter, guaranty of payment or letter of credit and (ii) the expiration
of the period that may be required for such transfer or assignment pursuant to
the terms of the applicable franchisor comfort letter, guaranty of payment or
letter of credit, if any, (A) with respect to any Serviced Mortgage Loan secured
by a hospitality property (as identified on Schedule VI hereto) (and with
respect to which a franchise agreement constitutes part of the related Mortgage
File on the Closing Date), any original transfer or assignment documents
necessary to transfer or assign to the Trustee any rights under the related
franchisor comfort letter; and (B) with respect to any Serviced Mortgage Loan
that has a related guaranty or letter of credit that constitutes part of the
related Mortgage File on the Closing Date, any original transfer or assignment
documents necessary to transfer or assign to the Trustee any rights under the
related guaranty of payment or letter of credit. If, with respect to a Serviced
Trust Mortgage Loan with a related letter of credit, it is determined by the
Master Servicer that a draw under such letter of credit has become necessary
under the terms thereof prior to the assignment under clause (B) of the
preceding sentence having been effected, then the Master Servicer shall direct
(in writing) the Depositor (in the case of a Lehman Trust Mortgage Loan) or the
related Unaffiliated Mortgage Loan Seller (in the case of a Non-Lehman Trust
Mortgage Loan) to make such draw or to cause such draw to be made on behalf of
the Trustee, and, the Depositor will, and each Unaffiliated Mortgage Loan Seller
will be obligated under the related Mortgage Loan Purchase Agreement to, use its
best efforts to cause such draw to be made; provided that neither the Depositor
nor any Unaffiliated Mortgage Loan Seller shall have any liability in connection
with the determination to make, or the making of, such draw (other than to remit
the proceeds of such draw to the Master Servicer).

          (f) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee, to the Serviced Non-Trust Mortgage Loan Noteholders and
to each other under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or, except as
set forth in this Agreement, agent.

          (g) The parties hereto acknowledge that each Outside Serviced Trust
Mortgage Loan and the related Outside Serviced Non-Trust Mortgage Loan(s) will
primarily be serviced and administered in accordance with the related Outside
Servicing Agreement, and the servicing and administrative duties of the parties
hereto with respect to each Outside Serviced Trust Mortgage Loan, any successor
REO Trust Mortgage Loan with respect thereto and any related Outside
Administered REO Property shall be limited to those expressly set forth herein.


                                     -135-




          SECTION 3.02. Collection of Mortgage Loan Payments.

          (a) Each of the Master Servicer and the Special Servicer shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Serviced Mortgage Loans it is obligated to service
hereunder and shall follow such collection procedures as are consistent with the
Servicing Standard; provided, however, that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection), unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Mortgage Loan have been paid, the
payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. The
Special Servicer shall, with respect to Specially Serviced Mortgage Loans,
direct the Mortgagors to make payments directly to the Master Servicer; provided
that, in the event the Special Servicer receives a payment that should have been
made directly to the Master Servicer, the Special Servicer shall promptly
forward such payment to the Master Servicer. Upon receipt of any such payment
with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall
promptly notify the Special Servicer, and the Special Servicer shall direct the
Master Servicer as to the proper posting of such payment. Consistent with the
foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage
Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage
Loan, may waive or defer any Default Charges in connection with collecting any
late payment on a Serviced Mortgage Loan; provided that without the consent of
the Special Servicer in the case of a proposed waiver by the Master Servicer, no
such waiver or deferral may be made by the Master Servicer pursuant to this
Section 3.02 if any Advance has been made as to such delinquent payment.

          (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Trust Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and other collections may be applied at the discretion
of the lender, on a pro rata basis in accordance with the respective amounts
then "due and owing" as to each such Mortgage Loan. Except as otherwise
contemplated by the following paragraphs in this Section 3.02(b), all amounts
Received by the Trust in respect of or allocable to any particular Trust
Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a
Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to
amounts due and owing under such Trust Mortgage Loan (including for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Note, the related Mortgage and/or any related loan
agreement and, in the absence of such express provisions or to the extent that
such payments and other collections may be applied at the discretion of the
lender, as follows: first, as a recovery of any related unpaid servicing
expenses and unreimbursed Servicing Advances; second, as a recovery of accrued
and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate
(net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside
Servicing Fees) to, but not including, the date of


                                     -136-




receipt (or, in the case of a full Monthly Payment from any Mortgagor, through
the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage
Loan after its Anticipated Repayment Date, of any such accrued and unpaid
interest that constitutes Additional Interest; third, as a recovery of principal
of such Trust Mortgage Loan then due and owing, including by reason of
acceleration of such Trust Mortgage Loan following a default thereunder (or, if
a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); fourth, unless a Liquidation Event has occurred with respect to such
Trust Mortgage Loan, as a recovery of amounts to be currently applied to the
payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums (including premiums on any Environmental
Insurance Policy), ground rents (if applicable) and similar items; fifth, unless
a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a
recovery of Reserve Funds to the extent then required to be held in escrow;
sixth, as a recovery of any Prepayment Consideration then due and owing under
such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due
and owing under such Trust Mortgage Loan; eighth, as a recovery of any
assumption fees, modification fees and extension fees then due and owing under
such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and
owing under such Trust Mortgage Loan (other than remaining unpaid principal and,
in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date,
other than Additional Interest); tenth, as a recovery of any remaining principal
of such Trust Mortgage Loan to the extent of its entire remaining unpaid
principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Trust Mortgage Loan to but not including the
date of receipt; provided that, if one or more Advances previously made in
respect of a Trust Mortgage Loan have been reimbursed out of general collections
of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then
collections in respect of such Trust Mortgage Loan available for application
pursuant to clauses second through eleventh of this sentence shall instead be
applied in the following order--(i) as a recovery of accrued and unpaid interest
on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding
P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage
Loan, (ii) as a recovery of the item(s) for which such previously reimbursed
Nonrecoverable Advance(s) were made (together with, but only if a Liquidation
Event has occurred with respect to such Trust Mortgage Loan, any interest on
such previously reimbursed Nonrecoverable Advance(s) that was also paid out of
general collections of principal on the Mortgage Pool), and (iii) in accordance
with clauses second through eleventh of this sentence (taking into account the
applications pursuant to clauses (i) and (ii) of this proviso).

          Subject to the last paragraph of this Section 3.02(b), all amounts
received with respect to any Serviced Loan Combination shall be applied to
amounts due and owing under the Mortgage Loans comprising such Loan Combination
(including for principal and accrued and unpaid interest) in accordance with the
express provisions of the related Mortgage Notes, the related Mortgage, the
related loan agreement, if any, and the related Co-Lender Agreement.

          Subject to the last paragraph of this Section 3.02(b), all amounts
Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan
shall be allocated among interest, principal and/or prepayment consideration due
thereon in accordance with the terms of any distribution date statement or
servicer report received from the related Outside Servicers with respect to such
Outside Serviced Trust Mortgage Loan and, in the absence of any such statement
or report, in accordance with the related Co-Lender Agreement and, in the
absence of any allocation in the related Co-Lender Agreement, in accordance with
the first paragraph of this Section 3.02(b). Any nonrecoverable payment


                                     -137-




made by an Outside Servicer to cover interest shortfalls incurred with respect
to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment
or other early collection of principal being applied to such Outside Serviced
Trust Mortgage Loan prior to the related Due Date during the relevant Underlying
Collection Period, will be treated for purposes of this Agreement as if it was a
payment of interest by the related Mortgagor.

          Notwithstanding the foregoing, Loss of Value Payments and Reserve
Collateral (or proceeds thereof) shall not be applied in accordance with the
foregoing provisions of this Section 3.02(b) unless and until such amounts are
transferred to the Pool Custodial Account, and deemed to constitute Liquidation
Proceeds in respect of a particular Trust Mortgage Loan, in accordance with
Section 3.05(e) and Section 3.27, respectively; and Liquidation Proceeds
resulting from any purchase or repurchase out of the Trust Fund of, or any
application of Loss of Value Payments to, any Trust Mortgage Loan that is part
of a Loan Combination shall be applied in accordance with the provisions of the
first paragraph of this Section 3.02(b).

          (c) Promptly following the Closing Date, in the case of each Outside
Serviced Trust Mortgage Loan, the Trustee shall send written notice,
substantially in the form of Exhibit S hereto, to the related Outside Master
Servicer, the related Outside Special Servicer, the related Outside Trustee and
any other party under the related Outside Servicing Agreement that would
constitute a Servicer, stating (among other things) that, as of the Closing
Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and
directing (i) the related Outside Master Servicer to remit to the Master
Servicer all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to the Master Servicer (or, in the case of CMSA
reports, files and templates, to the Master Servicer with a copy to the Trustee)
all reports, statements, documents, communications and other information that
are to be forwarded, delivered or otherwise made available to, the holder of the
subject Outside Serviced Trust Mortgage Loan under the related Co-Lender
Agreement and the related Outside Servicing Agreement and (ii) the related
Outside Master Servicer, the related Outside Special Servicer, the related
Outside Trustee and any other party under the related Outside Servicing
Agreement that would constitute a Servicer to forward to the Master Servicer and
the Trustee all reports, documents and other information required by the Trust
with respect to such entity, its affiliates and the subject Outside Serviced
Trust Mortgage Loan because the Trust is subject to the reporting requirements
of the Exchange Act and the requirements of Regulation AB. The Master Servicer
shall, upon receipt thereof, deposit into the Pool Custodial Account all amounts
received by it from any Outside Servicer or any other party under the related
Outside Servicing Agreement and/or the related Co-Lender Agreement with respect
to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or
any related REO Property. In connection with the foregoing, the Master Servicer
shall provide each Outside Master Servicer wiring instructions for remittances
to the Master Servicer. In the event that, during any calendar month, the Master
Servicer fails to so receive any amounts, including (if applicable) advances,
due to the holder of an Outside Serviced Trust Mortgage Loan under the related
Co-Lender Agreement and/or the related Outside Servicing Agreement by the end of
the related Collection Period ending in such calendar month, then the Master
Servicer shall promptly (i) notify the related Outside Master Servicer and any
Outside Trustee under the related Outside Servicing Agreement that such amounts
due with respect to the subject Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto have not been received
(specifying the amount of such deficiency), (ii) make inquiry of the related
Outside Master Servicer and any Outside Trustee under the related Outside
Servicing Agreement (and, to the extent learned, inform the Trustee) as to the
reason that such amounts have not been timely received, (iii) as and to the
extent appropriate, request that the related Outside


                                     -138-




Master Servicer promptly remedy such failure to make a payment or an advance, as
the case may be, and (iv) make a P&I Advance with respect to such amounts as and
if required by the terms of this Agreement in accordance with Section 4.03.
Further, in accordance with Section 4.03, in the event the Master Servicer fails
to make such P&I Advance with respect to any Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, then the
Trustee or, if it fails to do so, any Fiscal Agent, shall make such P&I Advance.

          SECTION 3.03. Collection of Taxes, Assessments and Similar
                        Items; Servicing Accounts; Reserve Accounts.

          (a) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain one or more accounts (the "Servicing Accounts"), in which
all related Escrow Payments shall be deposited and retained; provided that, in
the case of a Serviced Loan Combination, if the related Servicing Account
includes funds with respect to any other Serviced Mortgage Loan, then the Master
Servicer shall maintain a separate sub-account of such Servicing Account that
relates solely to such Serviced Loan Combination. Subject to the terms of the
related loan documents, each Servicing Account shall be an Eligible Account.
Withdrawals of amounts so collected from a Servicing Account may be made (in
each case, to the extent of amounts on deposit therein in respect of the related
Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the
extent of interest or other income earned on such amounts) only for the
following purposes: (i) consistent with the related loan documents, to effect
the payment of real estate taxes, assessments, insurance premiums (including
premiums on any Environmental Insurance Policy), ground rents (if applicable)
and comparable items in respect of the respective Mortgaged Properties; (ii)
insofar as the particular Escrow Payment represents a late payment that was
intended to cover an item described in the immediately preceding clause (i) for
which a Servicing Advance was made, to reimburse the Master Servicer, the
Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such
Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined
to be overages; (iv) following an event of default under the related Serviced
Mortgage Loan, for such other purposes as are consistent with the related loan
documents, applicable law and the Servicing Standard; (v) to pay interest, if
required and as described below, to Mortgagors on balances in such Servicing
Account; (vi) to pay the Master Servicer interest and investment income on
balances in such Servicing Account as described in Section 3.06, if and to the
extent not required by law or the terms of the related loan documents to be paid
to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the
termination of this Agreement in accordance with Section 9.01. To the extent
permitted by law or the applicable loan documents, funds in the Servicing
Accounts may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to
the Mortgagors interest, if any, earned on the investment of funds in the
related Servicing Accounts, if required by law or the terms of the related
Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding.

          (b) The Master Servicer shall, as to each and every Serviced Mortgage
Loan, (i) maintain accurate records with respect to the related Mortgaged
Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof and (ii) use reasonable
efforts to obtain, from time to time, all bills for (or otherwise confirm) the
payment of such items (including renewal premiums) and, if the subject Serviced
Mortgage Loan requires the related Mortgagor to escrow


                                     -139-




for such items, shall effect payment thereof prior to the applicable penalty or
termination date. For purposes of effecting any such payment for which it is
responsible, the Master Servicer shall apply Escrow Payments as allowed under
the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage
Loan does not require the related Mortgagor to escrow for the payment of real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and
similar items, the Master Servicer shall use reasonable efforts consistent with
the Servicing Standard to cause the related Mortgagor to comply with the
requirement of the related Mortgage that the Mortgagor make payments in respect
of such items at the time they first become due and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h),
the Master Servicer shall timely make a Servicing Advance to cover any such item
which is not so paid, including any penalties or other charges arising from the
Mortgagor's failure to timely pay such items.

          (c) The Master Servicer shall, as to each and every Serviced Mortgage
Loan, make a Servicing Advance with respect to the related Mortgaged Property in
an amount equal to all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor (or any related
guarantor or party entitled to exercise cure rights) has failed to pay such item
on a timely basis. All such Servicing Advances shall be reimbursable in the
first instance from related payments by or on behalf of the Mortgagors, and
further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred
by the Master Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes of this Agreement, including the Trustee's
calculation of monthly distributions to Certificateholders, be added to the
unpaid Stated Principal Balances of the related Serviced Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit. The foregoing
shall in no way limit the Master Servicer's ability to charge and collect from
the Mortgagor such costs together with interest thereon.

          (d) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain, as applicable, one or more accounts (the "Reserve
Accounts"), into which all related Reserve Funds, if any, shall be deposited and
retained; provided that, in the case of a Serviced Loan Combination, if the
related Reserve Account includes funds with respect to any other Mortgage Loan,
then the Master Servicer shall maintain a separate sub-account of such Reserve
Account that relates solely to such Serviced Loan Combination. Withdrawals of
amounts so deposited may be made (i) for the specific purposes for which the
particular Reserve Funds were delivered, in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any other
agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay
the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts as described below, and (iii) following an event of default
under the related Serviced Mortgage Loan, for such other purposes as are
consistent with the related loan documents, applicable law and the Servicing
Standard. To the extent permitted in the applicable loan documents, funds in the
Reserve Accounts may be invested in Permitted Investments in accordance with the
provisions of Section 3.06. Subject to the related loan documents, all Reserve
Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the
Master Servicer may waive or extend the date set forth in any agreement
governing Reserve Funds by which any required repairs, capital improvements
and/or environmental remediation at the related Mortgaged Property must


                                     -140-




be completed; provided that any waiver, any extension for more than 120 days and
any subsequent extension may only be granted with the consent of the Special
Servicer.

          SECTION 3.04. Pool Custodial Account, Defeasance Deposit
                        Account, Collection Account, Interest Reserve Account,
                        Excess Liquidation Proceeds Account, Loss of Value
                        Reserve Fund, Class A-2FL Floating Rate Account and
                        Class A-2FL Swap Collateral Accounts.

          (a) The Master Servicer shall establish and maintain one or more
separate, segregated accounts (collectively, the "Pool Custodial Account"), in
which the amounts described in clauses (i) through (xi) below (which shall not
include any amounts allocable to the Non-Trust Mortgage Loans) shall be
deposited and held on behalf of the Trustee in trust for the sole benefit of the
Certificateholders. The Pool Custodial Account shall be an Eligible Account. The
Master Servicer shall deposit or cause to be deposited in the Pool Custodial
Account, within one (1) Business Day of receipt (in the case of payments by
Mortgagors or other collections on the Trust Mortgage Loans) or as otherwise
required hereunder, the following payments and collections received (including
amounts Received by the Trust with respect to the Outside Serviced Trust
Mortgage Loans and/or any successor REO Trust Mortgage Loans with respect
thereto) or made by the Master Servicer or on its behalf subsequent to the
Cut-off Date (other than in respect of principal and interest on the Trust
Mortgage Loans due and payable on or before the Cut-off Date, which amounts
shall be delivered promptly to the Depositor or its designee, with negotiable
instruments endorsed as necessary and appropriate without recourse, and other
than amounts required to be deposited in the Defeasance Deposit Account), or any
of the following payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a period subsequent thereto:

               (i) all payments on account of principal of the Serviced Trust
     Mortgage Loans, including Principal Prepayments, and regardless of whether
     those payments are made by the related Mortgagor, any related guarantor or
     any party exercising cure rights hereunder or under any related co-lender,
     intercreditor or similar agreement, out of any related Reserve Funds
     maintained for such purpose, out of collections on any related Defeasance
     Collateral or from any other source;

               (ii) all payments on account of interest on the Serviced Trust
     Mortgage Loans, including Default Interest and Additional Interest, and
     regardless of whether those payments are made by the related Mortgagor, any
     related guarantor or any party exercising cure rights hereunder or under
     any related co-lender, intercreditor or similar agreement, out of any
     related Reserve Funds maintained for such purpose, out of collections on
     any related Defeasance Collateral or from any other source;

               (iii) all Prepayment Consideration and late payment charges
     Received by the Trust in respect of any Trust Mortgage Loan;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds Received by the Trust in respect of any Trust Mortgage
     Loan or, except to the extent such proceeds are to first be deposited in an
     REO Account, any REO Property;


                                     -141-




               (v) any amounts representing a reimbursement, payment and/or
     contribution due and owing to the Trust from any Non-Trust Mortgage Loan
     Noteholder in accordance with the related Co-Lender Agreement;

               (vi) all remittances, including (if applicable) advances, to the
     Trust under the related Outside Servicing Agreement and/or the related
     Co-Lender Agreement with respect to each Outside Serviced Trust Mortgage
     Loan or any successor REO Trust Mortgage Loan with respect thereto;

               (vii) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.06 in connection with losses incurred with respect to
     Permitted Investments of funds held in the Pool Custodial Account;

               (viii) any amounts required to be deposited by the Master
     Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
     with losses on the Mortgage Pool resulting from a deductible clause in a
     blanket or master force placed hazard insurance policy;

               (ix) any Reserve Collateral or proceeds thereof required to be
     transferred to the Pool Custodial Account pursuant to Section 3.27 and any
     amounts required to be transferred from the Loss of Value Reserve Fund
     pursuant to Section 3.05(e), any Loan Combination Custodial Account
     pursuant to Section 3.05A or the Pool REO Account pursuant to Section
     3.16(c);

               (x) insofar as they do not constitute Escrow Payments, any
     amounts paid by a Mortgagor with respect to a Serviced Trust Mortgage Loan
     specifically to cover items for which a Servicing Advance has been made;
     and

               (xi) the Initial Deposits, if any;

provided that any amounts described in clauses (i) through (iv), (viii) and (x)
above that relate to a Serviced Combination Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto (other than Liquidation Proceeds
derived from the Permitted Purchase of such Trust Mortgage Loan or the Trust's
interest in any related REO Property) shall be deposited in the applicable Loan
Combination Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A, together
with any other amounts required to be transferred from such Loan Combination
Custodial Account to the Pool Custodial Account from time to time pursuant to
Section 3.05A.

          The foregoing requirements for deposit in the Pool Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees,
assumption application fees, funds representing a Mortgagor's payment of costs
and expenses associated with assumptions and defeasance, modification fees,
extension fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and any similar fees (other than
Prepayment Consideration) not expressly referred to in the prior paragraph need
not be deposited by the Master Servicer in the Pool Custodial Account. If the
Master Servicer shall deposit in the Pool Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Pool Custodial Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall promptly deliver to the Special
Servicer, as


                                     -142-




additional special servicing compensation in accordance with Section 3.11(d),
all assumption fees and assumption application fees (or the applicable portions
thereof), and other transaction fees received by the Master Servicer to which
the Special Servicer is entitled pursuant to such section upon receipt of a
written statement (on which the Master Servicer is entitled to rely) of a
Servicing Officer of the Special Servicer describing the item and amount (unless
pursuant to this Agreement it is otherwise clear that the Special Servicer is
entitled to such amounts, in which case a written statement is not required).
The Pool Custodial Account shall be maintained as a segregated account, separate
and apart from trust funds created for mortgage-backed securities of other
series and the other accounts of the Master Servicer.

          Upon receipt of any of the amounts described in clauses (i) through
(v) and (x) of the second preceding paragraph with respect to any Serviced Trust
Mortgage Loan, the Special Servicer shall promptly, but in no event later than
two (2) Business Days after receipt, remit such amounts to the Master Servicer
for deposit into the Pool Custodial Account in accordance with the second
preceding paragraph (or, if applicable, in the case of a Serviced Combination
Trust Mortgage Loan, into the applicable Loan Combination Custodial Account in
accordance with Section 3.04A(a) and the proviso to the second preceding
paragraph), unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an Administered REO Property (other than an Administered REO Property
that relates to a Serviced Loan Combination) shall be deposited by the Special
Servicer into the Pool REO Account and thereafter remitted to the Master
Servicer for deposit into the Pool Custodial Account as and to the extent
provided in Section 3.16(c).

          If and when any Mortgagor under any Defeasance Mortgage Loan that is
also a Serviced Mortgage Loan elects to defease all or any part of its Serviced
Mortgage Loan and, pursuant to the provisions of the related loan documents,
delivers cash to the Master Servicer to purchase the required Defeasance
Collateral, the Master Servicer shall establish and maintain one or more
separate segregated accounts or sub-accounts (collectively, the "Defeasance
Deposit Account"), in which the Master Servicer shall deposit such cash within
one (1) Business Day of receipt by the Master Servicer. The Master Servicer
shall retain such cash in the Defeasance Deposit Account pending its prompt
application to purchase Defeasance Collateral. The Master Servicer shall hold
such cash and maintain the Defeasance Deposit Account on behalf of the Trustee
and, in the case of a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), to secure payment on the related Defeasance
Mortgage Loan. The Defeasance Deposit Account shall be an Eligible Account and
may be a sub-account of the Pool Custodial Account. To the extent permitted by
law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Defeasance Mortgage
Loan(s). Notwithstanding that the Defeasance Deposit Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, the Defeasance Deposit Account and the Pool Custodial Account
shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master


                                     -143-




Servicer shall indemnify and hold harmless the Trust Fund against any losses
arising out of the failure by the Master Servicer to perform its duties and
obligations hereunder as if such accounts were separate accounts. The provisions
of the prior two (2) sentences shall survive any resignation or removal of the
Master Servicer and appointment of a successor master servicer.

          Notwithstanding the foregoing, in the event that the Master Servicer
receives cash to purchase Defeasance Collateral for any Early Defeasance Trust
Mortgage Loan that the Depositor or the related Unaffiliated Mortgage Loan
Seller, as applicable, is required to repurchase pursuant to or as otherwise
contemplated by Section 2.03(i), the Master Servicer shall retain such cash in
the Defeasance Deposit Account on behalf of the Trust Fund until the Depositor
or the related Unaffiliated Mortgage Loan Seller, as applicable, tenders the
full Purchase Price in connection with such repurchase and shall, on the date of
such repurchase, transfer such cash to the Depositor or the related Unaffiliated
Mortgage Loan Seller, as applicable.

          (b) The Trustee shall establish and maintain one or more separate,
segregated trust accounts (collectively, the "Collection Account") to be held in
trust for the sole benefit of the Certificateholders. Each account that
constitutes the Collection Account shall be an Eligible Account. Subject to
Section 2.05(b), the Trustee shall establish and maintain, on a book-entry
basis, the "Class V Sub-Account", which sub-account shall be deemed to be held
in trust for the benefit of the Holders of the Class V Certificates. The Master
Servicer shall deliver to the Trustee each month on or before the Trust Master
Servicer Remittance Date therein, for deposit in the Collection Account, an
aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Trust Master Servicer Remittance Date, together with,
in the case of the Final Distribution Date, any additional amounts contemplated
by Section 9.01 and any Loss of Value Payments contemplated by Section 3.05(e).
Immediately upon deposit of the Master Servicer Remittance Amount for any Trust
Master Servicer Remittance Date into the Collection Account, subject to Section
2.05(b), any portion thereof that represents Additional Interest shall be deemed
to have been deposited into the Class V Sub-Account.

          In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee (without duplication) for deposit in the
Collection Account:

               (i) any P&I Advances required to be made by the Master Servicer
     in accordance with Section 4.03(a); and

               (ii) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.19(a) in connection with Prepayment Interest
     Shortfalls.

          The Trustee shall, upon receipt, deposit in the Collection Account any
and all amounts received by it that are required by the terms of this Agreement
to be deposited therein. In addition, as and when required pursuant to Section
3.06, the Trustee shall (in all cases prior to distributions on the Certificates
being made on the related Distribution Date) deposit in the Collection Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Collection Account.

          In the event that the Master Servicer fails, on any Trust Master
Servicer Remittance Date, to remit to the Trustee any amount(s) required to be
so remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime


                                      -144-




Rate, on such amount(s) not timely remitted, from and including that Trust
Master Servicer Remittance Date, to but not including the related Distribution
Date.

          On the Trust Master Servicer Remittance Date in March of each year
(commencing in March 2009), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans.

          As and when required pursuant to Section 3.05(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Collection
Account.

          (c) The Trustee shall establish and maintain one or more separate,
segregated accounts (collectively, the "Interest Reserve Account"), to be held
in trust for the sole benefit of the Certificateholders, for purposes of holding
the Interest Reserve Amounts in respect of the Interest Reserve Mortgage Loans
and any Interest Reserve REO Mortgage Loans. Each account that constitutes the
Interest Reserve Account shall be an Eligible Account. On each Distribution Date
in February and, during a year that is not a leap year, in January, commencing
in February 2009, prior to any distributions being made in respect of the
Certificates on the subject Distribution Date, the Trustee shall withdraw from
the Collection Account and deposit in the Interest Reserve Account with respect
to each Interest Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan,
an amount equal to the Interest Reserve Amount, if any, in respect of such
Mortgage Loan or REO Mortgage Loan, as the case may be, for such Distribution
Date; provided that no such transfer of funds shall occur if the subject
Distribution Date is the Final Distribution Date. In addition, as and when
required pursuant to Section 3.06, the Trustee shall (in any event prior to any
distributions on the Certificates and any transfers to the Collection Account on
or before the related Distribution Date) deposit in the Interest Reserve Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Interest Reserve Account. Subject to the next paragraph, the
Interest Reserve Account may be a sub-account of the Collection Account.

          Notwithstanding that the Interest Reserve Account may be a sub-account
of the Collection Account for reasons of administrative convenience, the
Interest Reserve Account and the Collection Account shall, for all purposes of
this Agreement (including the obligations and responsibilities of the Trustee
hereunder), be considered to be and shall be required to be treated as, separate
and distinct accounts. The Trustee shall indemnify and hold harmless the Trust
Fund against any losses arising out of the failure by the Trustee to perform its
duties and obligations hereunder as if such accounts were separate accounts. The
provisions of this paragraph shall survive any resignation or removal of the
Trustee and appointment of a successor trustee.

          (d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more separate, segregated
accounts (collectively, the "Excess Liquidation Proceeds Account") to be held in
trust for the sole benefit of the Certificateholders, for purposes of holding
such Excess Liquidation Proceeds. Each account that constitutes the Excess
Liquidation Proceeds Account shall be an Eligible Account. On each Trust Master
Servicer Remittance Date, the Master Servicer shall withdraw from the Pool
Custodial Account and remit to the Trustee for deposit in the Excess Liquidation
Proceeds Account all Excess Liquidation Proceeds received with respect to the
Mortgage Pool during the related Collection Period ending in the calendar month
in which


                                      -145-




such Trust Master Servicer Remittance Date occurs. In addition, as and when
required pursuant to Section 3.06, the Trustee shall (in any event prior to any
transfers to the Collection Account on or before the related Distribution Date)
deposit in the Excess Liquidation Proceeds Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Excess
Liquidation Proceeds Account. Subject to the next paragraph, the Excess
Liquidation Proceeds Account may be a sub-account of the Collection Account.

          Notwithstanding that the Excess Liquidation Proceeds Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
the Excess Liquidation Proceeds Account and the Collection Account shall, for
all purposes of this Agreement (including the obligations and responsibilities
of the Trustee hereunder), be considered to be and shall be required to be
treated as, separate and distinct accounts. The Trustee shall indemnify and hold
harmless the Trust Fund against any losses arising out of the failure by the
Trustee to perform its duties and obligations hereunder as if such accounts were
separate accounts. The provisions of this paragraph shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

          (e) If any Loss of Value Payments are received in connection with a
Material Document Defect or Material Breach, as the case may be, pursuant to or
as contemplated by Section 2.03(e), the Special Servicer shall establish and
maintain one or more non-interest bearing separate, segregated accounts
(collectively, the "Loss of Value Reserve Fund") to be held in trust for the
sole benefit of the Certificateholders, for purposes of holding such Loss of
Value Payments. Each account that constitutes the Loss of Value Reserve Fund
shall be an Eligible Account. The Special Servicer shall, upon receipt, deposit
in the Loss of Value Reserve Fund all Loss of Value Payments received by it.

          (f) The Trustee, on behalf of the Trust Fund, shall establish and
maintain the Class A-2FL Floating Rate Account in trust for the benefit of the
Holders of the Class A-2FL Certificates and the Class A-2FL Swap Counterparty,
as their interests may appear. The Class A-2FL Floating Rate Account shall be
established and maintained as an Eligible Account. The Trustee shall make or be
deemed to have made deposits in and withdrawals from the Class A-2FL Floating
Rate Account in accordance with the terms of this Agreement. The Trustee shall,
as and when required, deposit in the Class A-2FL Floating Rate Account any
amounts required to be so deposited by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Class A-2FL Floating Rate Account and, to the extent permitted by
Section 3.06, may withdraw any Net Investment Earnings from the Class A-2FL
Floating Rate Account. The Trustee shall deposit into the Class A-2FL Floating
Rate Account (i) all amounts distributable with respect to the Class A-2FL REMIC
III Regular Interest pursuant to Section 4.01 for each Distribution Date, and
(ii) upon receipt, all amounts received from the Class A-2FL Swap Counterparty
under the Class A-2FL Swap Agreement intended for distribution on the Class
A-2FL Certificates.

          Notwithstanding that the Class A-2FL Floating Rate Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
the Class A-2FL Floating Rate Account and the Collection Account shall, for all
purposes of this Agreement (including the obligations and responsibilities of
the Trustee hereunder), be considered to be and shall be required to be treated
as, separate and distinct accounts. The Trustee shall indemnify and hold
harmless the Trust Fund against any losses arising out of the failure by the
Trustee to perform its duties and obligations hereunder as if


                                      -146




such accounts were separate accounts. The provisions of this paragraph shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

          (g) Funds (other than the Initial Deposits) in the Pool Custodial
Account, the Collection Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and Class A-2FL Floating Rate Account may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06. Funds in the Loss of Value Reserve Fund shall remain uninvested.
The Master Servicer shall give notice to the Trustee, the Special Servicer and
the Rating Agencies of the location of the Pool Custodial Account as of the
Closing Date and of the new location of the Pool Custodial Account prior to any
change thereof. As of the Closing Date, the Collection Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account and the Class A-2FL
Floating Rate Account shall be located at the Trustee's Corporate Trust Office.
The Trustee shall give notice to the Master Servicer, the Special Servicer and
the Rating Agencies of any change in the location of the Collection Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account or the Class
A-2FL Floating Rate Account prior to any change thereof.

          (h) The Class A-2FL Swap Custodian shall, on or before the Closing
Date, establish the Class A-2FL swap collateral account (the "Class A-2FL Swap
Collateral Account"). The Class A-2FL Swap Collateral Account shall be held in
the name of the Class A-2FL Swap Custodian in trust for the benefit of the
Holders of Class A-2FL Certificates, and shall be entitled "LB-UBS Commercial
Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series
2008-C1, Class A-2FL Swap Collateral Account, LaSalle Bank National Association,
as Class A-2FL Swap Custodian for the benefit of Holders of the Class A-2FL
Certificates." The Class A-2FL Swap Collateral Account must be an Eligible
Account.

          The Class A-2FL Swap Custodian shall credit to the Class A-2FL Swap
Collateral Account all collateral (whether in the form of cash or securities)
posted by the Class A-2FL Swap Counterparty to secure the obligations of the
Class A-2FL Swap Counterparty in accordance with the terms of the Class A-2FL
Swap Agreement. Except for investment earnings, the Class A-2FL Swap
Counterparty shall not have any legal, equitable or beneficial interest in the
Class A-2FL Swap Collateral Account other than in accordance with this
Agreement, the Class A-2FL Swap Agreement and applicable law. The Class A-2FL
Swap Custodian shall maintain and apply all collateral and earnings thereon on
deposit in the Class A-2FL Swap Collateral Account in accordance with the Class
A-2FL Swap Credit Support Annex.

          Cash collateral posted by the Class A-2FL Swap Counterparty in
accordance with the Class A-2FL Swap Credit Support Annex shall be invested at
the direction of the Class A-2FL Swap Counterparty in Permitted Investments in
accordance with the requirements of the Class A-2FL Swap Credit Support Annex.
All amounts earned on amounts on deposit in the Class A-2FL Swap Collateral
Account (whether cash collateral or securities) shall be for the account of and
taxable to the Class A-2FL Swap Counterparty.

          Upon the occurrence of an Event of Default (as defined in the Class
A-2FL Swap Agreement) with respect to the Class A-2FL Swap Counterparty or upon
occurrence or designation of an Early Termination Date (as defined in the Class
A-2FL Swap Agreement) as a result of any such Event of Default with respect to
the Class A-2FL Swap Counterparty, and, in either such case, unless the Class
A-2FL Swap Counterparty has paid in full all of its Obligations (as defined in
the Class A-2FL Swap


                                      -147-




Credit Support Annex) that are then due, then any collateral posted by the Class
A-2FL Swap Counterparty in accordance with the Class A-2FL Swap Credit Support
Annex shall be applied to the payment of any Obligations due to Party B (as
defined in the Class A-2FL Swap Agreement) in accordance with the Class A-2FL
Swap Credit Support Annex. Any amounts held in the Class A-2FL Swap Collateral
Account under the Class A-2FL Swap Agreement which are required to be repaid to
the Class A-2FL Swap Counterparty in accordance with the Class A-2FL Swap Credit
Support Annex shall be withdrawn from the Class A-2FL Swap Collateral Account
and paid to the Class A-2FL Swap Counterparty in accordance with this Agreement,
as permitted under the Class A-2FL Swap Credit Support Annex.

          SECTION 3.04A. Loan Combination Custodial Accounts for Serviced Loan
                         Combinations.

          (a) With respect to each Serviced Loan Combination, the Master
Servicer shall establish and maintain one or more separate, segregated accounts
(collectively, with respect to such Serviced Loan Combination, the related "Loan
Combination Custodial Account") in which the amounts described in clauses (i)
through (ix) below, insofar as they are related to one or more Mortgage Loans
included in such Serviced Loan Combination, shall be deposited and held in trust
for the sole benefit of the holders of such Mortgage Loans, as their interests
may appear; provided that, subject to the last paragraph of this Section
3.04A(a), each Loan Combination Custodial Account may be a sub-account of the
Pool Custodial Account. Each Loan Combination Custodial Account shall be an
Eligible Account or, subject to the last paragraph of this Section 3.04A(a), a
sub-account of an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in each Loan Combination Custodial Account, within one (1)
Business Day of receipt (in the case of payments or other collections on the
related Serviced Loan Combination) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf with respect to the related Serviced Loan Combination subsequent to
the Cut-off Date (other than in respect of principal and interest on such
Serviced Loan Combination due and payable on or before the Cut-off Date, which
payments shall be held pursuant to the terms of the related Co-Lender Agreement,
and other than amounts required to be deposited in the Defeasance Deposit
Account):

               (i) all payments on account of principal of the related Serviced
     Loan Combination, including Principal Prepayments, and regardless of
     whether those payments are made by the related Mortgagor, any related
     guarantor or any party exercising any cure rights hereunder or under the
     related Co-Lender Agreement or any related mezzanine intercreditor
     agreement, out of any related Reserve Funds maintained for such purpose,
     out of collections on any related Defeasance Collateral or from any other
     source;

               (ii) all payments on account of interest on the related Serviced
     Loan Combination, including Default Interest and Additional Interest, and
     regardless of whether those payments are made by the related Mortgagor, any
     related guarantor, or any party exercising any cure rights hereunder or
     under the related Co-Lender Agreement or any related mezzanine
     intercreditor agreement, out of any related Reserve Funds maintained for
     such purpose, out of collections on any related Defeasance Collateral or
     from any other source;

               (iii) all Prepayment Consideration and/or late payment charges
     received in respect of the related Serviced Loan Combination;


                                      -148-




               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of the related Serviced Loan
     Combination or, except to the extent such proceeds are to first be
     deposited in a Loan Combination REO Account, any related Administered REO
     Property;

               (v) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.06 in connection with losses incurred with respect to
     Permitted Investments of funds held in such Loan Combination Custodial
     Account;

               (vi) any amounts required to be deposited by the Master Servicer
     or the Special Servicer pursuant to Section 3.07(b) in connection with
     losses with respect to the related Serviced Loan Combination resulting from
     a deductible clause in a blanket or master force placed hazard insurance
     policy;

               (vii) any amounts required to be transferred from the Loan
     Combination REO Account established with respect to the related Serviced
     Loan Combination pursuant to Section 3.16(c);

               (viii) insofar as they do not constitute Escrow Payments, any
     amounts paid by the related Mortgagor with respect to the related Serviced
     Loan Combination specifically to cover items for which a Servicing Advance
     has been made; and

               (ix) any amounts representing a reimbursement, payment and/or
     contribution due and owing to a party other than the Trust from any related
     Non-Trust Mortgage Loan Noteholder in accordance with the related Co-Lender
     Agreement;

provided that, with respect to a Serviced Loan Combination, any Liquidation
Proceeds derived from a Permitted Purchase of the Trust Mortgage Loan included
in such Serviced Loan Combination or the Trust's interest in any related REO
Property, shall in each case be deposited into the Pool Custodial Account.

          The foregoing requirements for deposit in each Loan Combination
Custodial Account shall be exclusive. Notwithstanding the foregoing, actual
payments from the related Mortgagor in respect of the related Serviced Loan
Combination in the nature of Escrow Payments, Reserve Funds, assumption fees,
assumption application fees, funds representing such Mortgagor's payment of
costs and expenses associated with assumptions and defeasance, modification
fees, extension fees, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds and any similar fees to
which the Master Servicer or Special Servicer is entitled as additional
servicing compensation and that are not expressly referred to in the prior
paragraph, need not be deposited by the Master Servicer in the subject Loan
Combination Custodial Account. If the Master Servicer shall deposit into any
Loan Combination Custodial Account any amount not required to be deposited
therein, then it may at any time withdraw such amount from such Custodial
Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall promptly deliver to the Special Servicer, as additional special
servicing compensation in accordance with Section 3.11(d), all assumption fees
and assumption application fees (or the applicable portions thereof) and other
transaction fees received by the Master Servicer with respect to each Serviced
Loan Combination, to which the Special Servicer is entitled pursuant to such
section, upon receipt of a written statement of a Servicing Officer of the
Special Servicer (upon which the Master Servicer may, absent manifest error,
rely) describing the item


                                      -149-




and amount (unless pursuant to this Agreement it is otherwise clear that the
Special Servicer is entitled to such amounts, in which case a written statement
is not required). Each Loan Combination Custodial Account shall be maintained as
a segregated account, separate and apart from trust funds created for
mortgage-backed securities of other series and the other accounts of the Master
Servicer.

          Upon receipt of any of the amounts described in clauses (i) through
(iv), (viii) and (ix) of the second preceding paragraph with respect to any
Serviced Loan Combination, the Special Servicer shall promptly, but in no event
later than two (2) Business Days after receipt, remit such amounts to the Master
Servicer for deposit into the related Loan Combination Custodial Account in
accordance with the second preceding paragraph (or, if applicable, into the Pool
Custodial Account in accordance with Section 3.04(a) and the proviso to the
second preceding paragraph), unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect
to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse such check to the order of the Master Servicer,
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a
restrictive endorsement or other appropriate reason. Any such amounts received
by the Special Servicer with respect to an Administered REO Property that
relates to a Serviced Loan Combination shall initially be deposited by the
Special Servicer into the Loan Combination REO Account established with respect
to such Serviced Loan Combination and thereafter remitted to the Master Servicer
for deposit into the related Loan Combination Custodial Account, all in
accordance with Section 3.16(c).

          Notwithstanding that a Loan Combination Custodial Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, such Loan Combination Custodial Account and the Pool Custodial
Account shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master
Servicer shall indemnify and hold harmless the Trust Fund and the respective
related Non-Trust Mortgage Loan Noteholders against any losses arising out of
the failure by the Master Servicer to perform its duties and obligations
hereunder as if such accounts were separate accounts. The provisions of this
paragraph shall survive any resignation or removal of the Master Servicer and
appointment of a successor master servicer.

          (b) If and when the related Mortgagor elects to defease any Serviced
Loan Combination or any portion thereof, the provisions of the next to last
paragraph of Section 3.04(a) relating to the Defeasance Deposit Account shall
apply.

          (c) In connection with each Serviced Loan Combination, the Master
Servicer shall give notice to the Trustee, the related Non-Trust Mortgage Loan
Noteholder(s) and the Special Servicer of the location of the related Loan
Combination Custodial Account when first established and of the new location of
the related Loan Combination Custodial Account prior to any change thereof.


                                      -150-




          SECTION 3.05. Permitted Withdrawals From the Pool Custodial Account,
                        the Collection Account, the Interest Reserve Account and
                        the Excess Liquidation Proceeds Account.

          (a) The Master Servicer may, from time to time, make withdrawals from
the Pool Custodial Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

               (i) to remit to the Trustee for deposit in the Collection Account
     the amounts required to be so deposited pursuant to the first paragraph of
     Section 3.04(b), and any amounts that may be applied to make P&I Advances
     with respect to the Mortgage Pool pursuant to Section 4.03(a);

               (ii) to reimburse any Fiscal Agent, the Trustee and itself, in
     that order, for unreimbursed P&I Advances made thereby with respect to the
     Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or
     any successor REO Trust Mortgage Loan with respect thereto), such Fiscal
     Agent's, the Trustee's and the Master Servicer's, as the case may be,
     respective rights to reimbursement pursuant to this clause (ii) with
     respect to any such P&I Advance being limited to amounts on deposit in the
     Pool Custodial Account that represent Late Collections of interest and
     principal (net of related Master Servicing Fees and any related Workout
     Fees and/or Liquidation Fees) received in respect of the particular Trust
     Mortgage Loan or REO Trust Mortgage Loan as to which such P&I Advance was
     made;

               (iii) to pay to itself earned and unpaid Master Servicing Fees
     with respect to the Mortgage Pool (exclusive of any Serviced Combination
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto), the Master Servicer's right to payment pursuant to this clause
     (iii) with respect to any such Master Servicing Fees being limited to
     amounts on deposit in the Pool Custodial Account that are allocable as a
     recovery of interest on or in respect of the Trust Mortgage Loan or REO
     Trust Mortgage Loan as to which such Master Servicing Fees were earned;

               (iv) to pay (A) to the Special Servicer, out of general
     collections on the Mortgage Pool on deposit in the Pool Custodial Account,
     earned and unpaid Special Servicing Fees in respect of each Specially
     Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates
     to an Administered REO Property and (B) to itself, out of general
     collections on the Mortgage Pool on deposit in the Pool Custodial Account,
     any Master Servicing Fee earned in respect of any Trust Mortgage Loan or
     REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii)
     above or Section 3.05A, as applicable, following a Final Recovery
     Determination made with respect to such Trust Mortgage Loan or the related
     REO Property and the deposit into the Pool Custodial Account of all amounts
     received in connection with such Final Recovery Determination;

               (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees
     in respect of each Specially Serviced Trust Mortgage Loan, each Corrected
     Trust Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an
     Administered REO Property (other than, if applicable, any Serviced
     Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto), as applicable, in the amounts and from the sources
     specified in Section 3.11(c);


                                      -151-




               (vi) to reimburse any Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, for any unreimbursed Servicing Advances
     made thereby with respect to any Serviced Trust Mortgage Loan or
     Administered REO Property (other than any Serviced Combination Trust
     Mortgage Loan or any related Administered REO Property), such Fiscal
     Agent's, the Trustee's, the Master Servicer's and the Special Servicer's
     respective rights to reimbursement pursuant to this clause (vi) with
     respect to any Servicing Advance being limited to amounts on deposit in the
     Pool Custodial Account that represent payments made by or on behalf of the
     related Mortgagor to cover the item for which such Servicing Advance was
     made, and to amounts on deposit in the Pool Custodial Account that
     represent Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
     and, if applicable, REO Revenues (in each case, if applicable, net of any
     Liquidation Fee or Workout Fee payable therefrom) received in respect of
     the particular Serviced Trust Mortgage Loan or Administered REO Property as
     to which such Servicing Advance was made;

               (vii) to reimburse any Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, out of general collections on the Mortgage
     Pool on deposit in the Pool Custodial Account, for any unreimbursed
     Advances that have been or are determined to be Nonrecoverable Advances
     (provided that such amounts may be withdrawn over time in accordance with
     Sections 3.11(g) or 4.03(d), as applicable);

               (viii) to pay any Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, any unpaid interest accrued and payable in
     accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance
     made thereby under this Agreement, such Fiscal Agent's, the Trustee's, the
     Master Servicer's and the Special Servicer's respective rights to payment
     pursuant to this clause (viii) with respect to interest on any such Advance
     being limited to amounts on deposit in the Pool Custodial Account that
     represent Default Charges collected on or in respect of the Trust Mortgage
     Loan or REO Trust Mortgage Loan, as applicable, as to which the subject
     Advance was made, as and to the extent contemplated by Section 3.26;

               (ix) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, any Fiscal Agent, the Trustee,
     itself and the Special Servicer, in that order, any unpaid interest accrued
     and payable in accordance with Section 3.11(g) or 4.03(d), as applicable,
     on any Advance made thereby with respect to the Mortgage Pool (or, in the
     case of a Servicing Advance, made thereby with respect to a Serviced Loan
     Combination), but only to the extent that such Advance has been reimbursed
     or is then being reimbursed and the related Default Charges then on deposit
     in the Pool Custodial Account are not sufficient to make such payment as
     contemplated by the immediately preceding clause (viii); provided that, if
     such Advance relates to any Serviced Combination Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto (or, in the case of
     Servicing Advance, relates to any Serviced Loan Combination), such payment
     pursuant to this clause (ix) is to be made only to the extent that the
     funds on deposit in the related Loan Combination Custodial Account are not
     sufficient to make such payment as contemplated by Section 3.05A and such
     payment cannot be made out of the Pool Custodial Account pursuant to clause
     (xviii) of this Section 3.05(a);

               (x) to pay, out of amounts on deposit in the Pool Custodial
     Account that represent Default Charges collected on or in respect of the
     Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense
     relates (to the extent such Default Charges are not


                                      -152-




     otherwise applied as contemplated by clause (viii) above), any unpaid
     expense (other than interest accrued on Advances, which is payable pursuant
     to clause (viii) above, and other than Special Servicing Fees, Liquidation
     Fees and Workout Fees) that is incurred with respect to such Trust Mortgage
     Loan or REO Trust Mortgage Loan and that, if paid from collections on the
     Mortgage Pool other than Default Charges collected with respect to such
     Trust Mortgage Loan or REO Trust Mortgage Loan, would constitute an
     Additional Trust Fund Expense, as and to the extent contemplated by Section
     3.26;

               (xi) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, for (A) costs and expenses incurred
     by the Trust Fund pursuant to Section 3.09(c) (other than the costs of
     environmental testing, which are to be covered by, and reimbursable as, a
     Servicing Advance), (B) the cost of an independent appraiser or other
     expert in real estate matters retained pursuant to Sections 3.11(h), 3.18
     or 4.03(c), and (C) the fees of any Independent Contractor retained with
     respect to any related Administered REO Property pursuant to Section
     3.17(d) (to the extent that it has not paid itself such fees prior to
     remitting collections on such REO Property to the Special Servicer);
     provided that, in the case of a Mortgaged Property that relates to a
     Serviced Loan Combination, such payment pursuant to this clause (xi) is to
     be made only to the extent that (X) it would not ultimately be payable out
     of collections on or in respect of such Loan Combination or (Y) it is in
     the best interests of the Certificateholders;

               (xii) to pay itself, as additional master servicing compensation
     in accordance with Section 3.11(b), any amounts on deposit in the Pool
     Custodial Account that represent (A) interest and investment income earned
     in respect of amounts held in the Pool Custodial Account as provided in
     Section 3.06(b), but only to the extent of the Net Investment Earnings with
     respect to the Pool Custodial Account for any related Investment Period,
     (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net
     Default Charges (after application pursuant to Section 3.26) actually
     Received by the Trust that accrued in respect of an Outside Serviced Trust
     Mortgage Loan or Performing Serviced Trust Mortgage Loan; and to pay the
     Special Servicer, as additional special servicing compensation in
     accordance with Section 3.11(d), any amounts on deposit in the Pool
     Custodial Account that represent Net Default Charges (after application to
     cover such other payments and reimbursements as are provided for under
     Section 3.26) actually collected that accrued in respect of a Specially
     Serviced Trust Mortgage Loan and/or an REO Trust Mortgage Loan that relates
     to an Administered REO Property;

               (xiii) to pay itself, the Special Servicer, the Depositor, or any
     of their respective members, managers, directors, officers, employees and
     agents, as the case may be, out of general collections on the Mortgage Pool
     on deposit in the Pool Custodial Account, any amounts payable to any such
     Person pursuant to Section 6.03; provided that such payment does not relate
     solely to a Serviced Non-Trust Mortgage Loan or any successor REO Mortgage
     Loan with respect thereto;

               (xiv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
     Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of
     Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any
     amendment to this Agreement requested by the Master Servicer or the


                                      -153-




     Special Servicer that protects or is in furtherance of the rights and
     interests of Certificateholders, and (C) the cost of recording this
     Agreement in accordance with Section 11.02(a); provided that, in the cases
     of clauses (xiv)(A) and (xiv)(C), such payment shall be made from the Pool
     Custodial Account only to the extent that it is not otherwise paid from the
     related Loan Combination Custodial Account by the Trust Master Servicer
     Remittance Date following the applicable Collection Period in which the
     expense is incurred;

               (xv) to pay itself, the Special Servicer, the Depositor, any
     Controlling Class Certificateholder or any other Person, as the case may
     be, with respect to each Trust Mortgage Loan, if any, previously purchased
     by such Person pursuant to this Agreement, all amounts received thereon
     subsequent to the date of purchase that have been deposited in the Pool
     Custodial Account;

               (xvi) to pay, in accordance with Section 3.11(i), out of general
     collections on the Mortgage Pool on deposit in the Pool Custodial Account,
     any servicing expenses, that would, if advanced, constitute Nonrecoverable
     Servicing Advances (other than servicing expenses that relate solely to a
     Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
     thereto);

               (xvii) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, to a Non-Trust Mortgage Loan
     Noteholder or an Outside Servicer, any amount (other than normal monthly
     payments) specifically payable or reimbursable to such party by the Trust,
     in its capacity as holder of the related Trust Mortgage Loan or REO Trust
     Mortgage Loan that is part of the relevant Loan Combination, pursuant to
     the terms of the related Co-Lender Agreement;

               (xviii) to reimburse or pay any Fiscal Agent, the Trustee, the
     Master Servicer and/or the Special Servicer, as applicable, for
     unreimbursed Advances, unpaid Liquidation Fees, unpaid Special Servicing
     Fees, unpaid Workout Fees, unpaid Master Servicing Fees and/or any unpaid
     interest on any Advances, but only if and to the extent that such items
     relate solely to a Serviced Combination Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto, each such party's
     respective rights to reimbursement pursuant to this clause (xviii) to be
     limited to amounts on deposit in the Pool Custodial Account that represent
     Liquidation Proceeds derived from a Permitted Purchase of such Serviced
     Combination Trust Mortgage Loan or the Trust's interest in any related
     Administered REO Property; provided that, such items may only be reimbursed
     to any party pursuant to this clause (xviii) if and to the extent that such
     items have not been or are not simultaneously being reimbursed to such
     party pursuant to Section 3.05A; and provided, further, that, in the case
     of a sale of a Serviced Combination Trust Mortgage Loan with respect to
     which the Purchase Price therefor has been reduced by amounts set forth in
     the next to last proviso of the definition of "Purchase Price", the amount
     of any unpaid Master Servicing Fees, unreimbursed Advances and/or unpaid
     interest on Advances reimbursable to any party pursuant to this clause
     (xviii) shall be reduced by any related unpaid Master Servicing Fees,
     unreimbursed Advances and unpaid interest on Advances in respect of the
     subject Serviced Combination Trust Mortgage Loan or REO Trust Mortgage Loan
     that have served to so reduce such Purchase Price therefor and which,
     following the purchase or sale from which the subject Liquidation Proceeds
     have been derived, will continue to be payable or reimbursable under the
     related Co-Lender Agreement and/or any successor servicing agreement


                                      -154-




     with respect to the related Serviced Loan Combination to the Master
     Servicer and/or the Special Servicer (and which amounts shall no longer be
     payable hereunder);

               (xix) in the event the Master Servicer determines, in accordance
     with the Servicing Standard, with respect to an Outside Serviced Trust
     Mortgage Loan, that it has received insufficient information from the
     Outside Master Servicer to make a recoverability determination with respect
     to required P&I Advances on that Outside Serviced Trust Mortgage Loan, to
     pay, out of general collections on the Mortgage Pool on deposit in the Pool
     Custodial Account, for costs incurred in connection with obtaining an
     appraisal and/or other relevant information necessary to make such
     determination;

               (xx) on each Trust Master Servicer Remittance Date, to transfer
     Excess Liquidation Proceeds in respect of the Mortgage Pool to the Trustee,
     for deposit in the Excess Liquidation Proceeds Account, in accordance with
     Section 3.04(d);

               (xxi) to withdraw any amounts deposited by the Master Servicer in
     the Pool Custodial Account in error; and (xxii) to clear and terminate the
     Pool Custodial Account at the termination of this Agreement pursuant to
     Section 9.01.

          The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Pool Custodial Account pursuant to clauses (ii) through (xx)
above.

          The Master Servicer shall pay to the Special Servicer (or to
third-party contractors at the direction of the Special Servicer), the Trustee
or any Fiscal Agent from the Pool Custodial Account, amounts permitted to be
paid to the Special Servicer (or to any such third-party contractor), the
Trustee or such Fiscal Agent therefrom promptly upon receipt of a written
statement of a Servicing Officer of the Special Servicer or of a Responsible
Officer of the Trustee or such Fiscal Agent describing the item and amount to
which the Special Servicer (or such third-party contractor), the Trustee or such
Fiscal Agent, as applicable, is entitled (unless such payment to the Special
Servicer, the Trustee (for example, the Trustee Fee) or such Fiscal Agent, as
the case may be, is clearly required pursuant to this Agreement, in which case a
written statement is not required). The Master Servicer may, absent manifest
error, rely conclusively on any such written statement and shall have no duty to
re-calculate the amounts stated therein.

          In connection with any payments required to be made to a Non-Trust
Mortgage Loan Noteholder or an Outside Servicer in accordance with Section
3.05(a)(xvii), the Master Servicer may request a written statement from an
authorized officer of such Non-Trust Mortgage Loan Noteholder or Outside
Servicer, as the case may be, describing the nature and amount of the item for
which such party is seeking payment or reimbursement and setting forth the
provision(s) of the related Co-Lender Agreement pursuant to which such party
believes it is entitled to reimbursement; provided that the Master Servicer may
not condition payments required to be made to a Non-Trust Mortgage Loan
Noteholder or an Outside Servicer in accordance with Section 3.05(a)(xvii) upon
receipt of such a written statement (other than as permitted under the related
Co-Lender Agreement); and provided, further, that to the extent such a written
statement from an officer of the subject Non-Trust Mortgage Loan Noteholder or
Outside Servicer, as the case may be, is received by the Master Servicer, the
Master


                                      -155-




Servicer may, absent manifest error, rely upon such statement as the nature and
amount of the item for which reimbursement is sought.

          The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Trust Mortgage Loan and Administered REO Property, on a
loan-by-loan basis, for the purpose of justifying any request for withdrawal
from the Pool Custodial Account. With respect to each Trust Mortgage Loan for
which it makes an Advance, each of the Trustee and any Fiscal Agent shall keep
and maintain separate accounting, on a loan-by-loan basis, for the purpose of
justifying any request for withdrawal from the Pool Custodial Account for
reimbursements of Advances or payments of interest thereon.

          (b) The Trustee may, from time to time, make withdrawals from the
Collection Account for any of the following purposes (in no particular order of
priority):

               (i) to make distributions to Certificateholders and the Class
     A-2FL Floating Rate Account on each Distribution Date pursuant to Section
     4.01 or 9.01, as applicable;

               (ii) to pay (A) the Trustee, any Fiscal Agent or any of their
     respective directors, officers, employees and agents, as the case may be,
     out of general collections on the Mortgage Pool on deposit in the
     Collection Account, any amounts payable or reimbursable to any such Person
     pursuant to Section 7.01(b) and/or Section 8.05, as applicable, and (B) as
     and when contemplated by Section 8.08, the cost of the Trustee's
     transferring Mortgage Files and other documents to a successor after being
     terminated by Certificateholders pursuant to Section 8.07(c) without cause;

               (iii) to pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, for the cost of the Opinions of Counsel
     sought by the Trustee or the Tax Administrator (A) as provided in clause
     (iv) of the definition of "Disqualified Organization", (B) as contemplated
     by Sections 10.01(i) and 10.02(i), or (C) as contemplated by Section
     11.01(a) or 11.01(c) in connection with any amendment to this Agreement
     requested by the Trustee which amendment is in furtherance of the rights
     and interests of Certificateholders;

               (iv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, any and all federal, state and local
     taxes imposed on any REMIC Pool or on the assets or transactions of any
     REMIC Pool, together with all incidental costs and expenses, to the extent
     none of the Depositor, the Trustee, the Tax Administrator, the Master
     Servicer or the Special Servicer is liable therefor pursuant to Section
     10.01(j) or Section 10.02(j);

               (v) to pay the Tax Administrator, out of general collections on
     the Mortgage Pool on deposit in the Collection Account, any amounts
     reimbursable to it pursuant to Section 10.01(f) or Section 10.02(b);

               (vi) to pay the Master Servicer any amounts deposited by the
     Master Servicer in the Collection Account in error;

               (vii) to transfer Interest Reserve Amounts in respect of the
     Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
     to the Interest Reserve Account as and when required by Section 3.04(c);


                                      -156-




               (viii) to pay itself any Net Investment Earnings with respect to
     the Collection Account for any related Investment Period; and

               (ix) to clear and terminate the Collection Account at the
     termination of this Agreement pursuant to Section 9.01.

          On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (viii) above from the Collection Account prior to making distributions
to Certificateholders on such Distribution Date.

          (c) On each Trust Master Servicer Remittance Date in March (commencing
in March 2009), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Collection Account all Interest Reserve Amounts that have been
deposited in the Interest Reserve Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans during January and/or
February of the same year in accordance with Section 3.04(c). On each
Distribution Date, the Trustee may withdraw from the Interest Reserve Account
and pay itself any Net Investment Earnings with respect to the Interest Reserve
Account for the then most recently ended related Investment Period.

          (d) On each Trust Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Collection Account, for distribution on the following Distribution Date, an
amount equal to the lesser of (i) the entire amount, if any, then on deposit in
the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Interest Certificates
and the Class A-2FL REMIC III Regular Interest on such Distribution Date
pursuant to Sections 4.01(a) and 4.01(b), over the Available Distribution Amount
for such Distribution Date (calculated without regard to such transfer from the
Excess Liquidation Proceeds Account to the Collection Account); provided that on
the Trust Master Servicer Remittance Date immediately prior to the Final
Distribution Date, the Trustee shall withdraw from the Excess Liquidation
Proceeds Account and deposit in the Collection Account, for distribution on such
Distribution Date, any and all amounts then on deposit in the Excess Liquidation
Proceeds Account. On each Distribution Date, the Trustee may withdraw from the
Excess Liquidation Proceeds Account and pay itself any Net Investment Earnings
with respect to the Excess Liquidation Proceeds Account for the then most
recently ended related Investment Period.

          (e) If any Loss of Value Payments are deposited into the Loss of Value
Reserve Fund with respect to any Trust Mortgage Loan or any related REO
Property, then the Special Servicer shall, promptly when needed, transfer such
Loss of Value Payments (up to the remaining portion thereof) from the Loss of
Value Reserve Fund to the Pool Custodial Account for the following purposes:

               (i) to reimburse the Master Servicer, the Special Servicer, the
     Trustee or any Fiscal Agent, in accordance with Section 3.05(a), for any
     Nonrecoverable Advance made by such party with respect to such Trust
     Mortgage Loan or any related REO Property (together with interest thereon);

               (ii) to pay, in accordance with Section 3.05(a), or to reimburse
     the Trust for the prior payment of, any expense relating to such Trust
     Mortgage Loan or any related REO Property that constitutes or, if not paid
     out of such Loss of Value Payments, would constitute an Additional Trust
     Fund Expense;


                                      -157-




               (iii) to offset any Realized Loss (as calculated without regard
     to the application of such Loss of Value Payments) incurred with respect to
     such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
     respect thereto; and

               (iv) following the occurrence of a Liquidation Event with respect
     to such Trust Mortgage Loan or any related REO Property, to cover the items
     contemplated by the immediately preceding clauses (i)-(iii) in respect of
     any other Trust Mortgage Loan or REO Trust Mortgage Loan.

          Any Loss of Value Payments transferred to the Pool Custodial Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Section 3.11(c), be deemed to constitute Liquidation Proceeds Received by the
Trust in respect of the related Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Pool Custodial
Account pursuant to clause (iv) of the prior paragraph shall, except for
purposes of Section 3.11(c), be deemed to constitute Liquidation Proceeds
Received by the Trust in respect of the Trust Mortgage Loan or REO Trust
Mortgage Loan for which such Loss of Value Payments are being transferred to the
Pool Custodial Account to cover an item contemplated by clauses (i)-(iii) of the
prior paragraph.

          On the Trust Master Servicer Remittance Date related to the Final
Distribution Date, the Special Servicer shall withdraw from the Loss of Value
Reserve Fund and transfer to the Trustee, for deposit in the Collection Account
and, thereafter, for distribution on the Final Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Loss of Value Reserve Fund and (ii) the excess, if any, of the aggregate amount
needed to distribute to the Holders of the Regular Interest Certificates and
Grantor Trust A-2FL with respect to the Class A-2FL REMIC III Regular Interest
in accordance with Section 4.01 and/or Section 9.01(a), all Distributable
Certificate Interest then payable thereto, together with the aggregate of the
Class Principal Balances of, and all Loss Reimbursement Amounts for such Final
Distribution Date in respect of, the respective Classes of the Regular Interest
Certificates and the Class A-2FL REMIC III Regular Interest, over the Available
Distribution Amount for the Final Distribution Date (calculated without regard
to such transfer from the Loss of Value Reserve Fund to the Collection Account).
Such Loss of Value Payments so deposited in the Collection Account shall
constitute part of the Available Distribution Amount for the Final Distribution
Date. Any amount remaining in the Loss of Value Reserve Fund on the Final
Distribution Date, after application in accordance with the second preceding
sentence, shall be distributable to the Holders of the Class R-III Certificates
on the Final Distribution Date.

          (f) The Trustee may, from time to time, make withdrawals from the
Class A-2FL Floating Rate Account only for the following purposes:

               (i) to make payments to the Class A-2FL Swap Counterparty
     pursuant to Section 3.29;

               (ii) to make distributions to the Class A-2FL Certificateholders
     on each Distribution Date pursuant to Section 4.01;

               (iii) to pay itself Net Investment Earnings earned on funds held
     in the Class A-2FL Floating Rate Account;


                                      -158-




               (iv) to pay to the Persons entitled thereto any amounts deposited
     in the Class A-2FL Floating Rate Account in error; and

               (v) to clear and terminate the Class A-2FL Floating Rate Account
     pursuant to Section 9.01.

          It is hereby acknowledged that amounts on deposit in the Class A-2FL
Floating Rate Account as of any Distribution Date and available for such
purposes shall be applied to make any payments to the Class A-2FL Swap
Counterparty pursuant to, and subject to the limitations and conditions set
forth in, Section 3.29, prior to being applied to make distributions to the
Class A-2FL Certificateholders pursuant to Section 4.01.

          SECTION 3.05A. Permitted Withdrawals From the Loan Combination
                         Custodial Accounts.

          (a) The Master Servicer may, from time to time, make withdrawals from
the Loan Combination Custodial Account related to each Serviced Loan Combination
for any of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals, except to the extent expressly provided
in the related Co-Lender Agreement):

               (i) to make remittances each month, on or before the related Loan
     Combination Master Servicer Remittance Date occurring in such month (and at
     such other times as may be required under the related Co-Lender Agreement),
     to the respective holders of the Mortgage Loans or any successor REO
     Mortgage Loans contained in the subject Serviced Loan Combination,
     including the Trust (as holder of the Trust Mortgage Loan contained in the
     subject Serviced Loan Combination or any successor REO Trust Mortgage Loan
     with respect thereto, as applicable), all in accordance with the related
     Co-Lender Agreement, such remittances to the Trust to be made into the Pool
     Custodial Account;

               (ii) to reimburse, (A) first, any Fiscal Agent, second, the
     Trustee, and last, itself, in that order, for unreimbursed P&I Advances
     made by such party (with its own funds) with respect to the Trust Mortgage
     Loan included in the subject Serviced Loan Combination or any successor REO
     Trust Mortgage Loan with respect thereto, and (B) in the case of a Serviced
     Pari Passu Loan Combination, if the related Serviced Pari Passu Non-Trust
     Mortgage Loan has been included in a commercial mortgage securitization,
     the applicable party under the related Non-Trust Mortgage Loan
     Securitization Agreement for any delinquency advance (comparable to a P&I
     Advance) made by such party (with its own funds) with respect to the
     related Serviced Pari Passu Non-Trust Mortgage Loan or any successor REO
     Mortgage Loan with respect thereto, any such reimbursement pursuant to this
     clause (ii) with respect to any such P&I Advance or comparable delinquency
     advance to be made out of amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable to the
     Trust or the related Non-Trust Mortgage Loan Noteholder, as applicable, as
     late collections of interest on and/or principal of the Mortgage Loan
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan with respect thereto, as the case may be, without regard to
     such P&I Advance or comparable delinquency advance, as the case may be,
     such reimbursement to be deducted (if and to the extent so provided in the
     related Co-Lender Agreement) from the amounts otherwise so distributable;


                                      -159-




               (iii) to reimburse, first, any Fiscal Agent, second, the Trustee,
     third, itself and, last, the Special Servicer, in that order, for any
     unreimbursed Servicing Advances made thereby with respect to the subject
     Serviced Loan Combination or any related REO Property, any such party's
     respective rights to reimbursement pursuant to this clause (iii) with
     respect to any Servicing Advance being limited to amounts on deposit in the
     related Loan Combination Custodial Account that represent payments made by
     or on behalf of the related Mortgagor to cover the item for which such
     Servicing Advance was made, and to amounts on deposit in the related Loan
     Combination Custodial Account that represent Liquidation Proceeds,
     Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
     (in each case, if applicable, net of any Liquidation Fee or Workout Fee
     payable therefrom) received in respect of the subject Serviced Loan
     Combination or any related REO Property, with, if and to the extent
     applicable under the related Co-Lender Agreement, a corresponding
     allocation of such Servicing Advance and the reimbursement thereof to one
     or more of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto, and a
     corresponding deduction of such Servicing Advance from the amounts
     otherwise distributable under the related Co-Lender Agreement to one or
     more of the respective holders of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, all in accordance with the related Co-Lender Agreement, and taking
     into account the subordination of any Serviced Subordinate Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination or any
     successor REO Mortgage Loan(s) with respect thereto;

               (iv) in the case of a Serviced Pari Passu Loan Combination, to
     pay any Fiscal Agent, the Trustee and itself and, if any related Serviced
     Pari Passu Non-Trust Mortgage Loan has been included in a commercial
     mortgage securitization, the applicable party under the related Non-Trust
     Mortgage Loan Securitization Agreement, for any unpaid interest accrued and
     payable hereunder or under such Non-Trust Mortgage Loan Securitization
     Agreement, as applicable, on any P&I Advance made thereby under this
     Agreement on the related Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto or on any delinquency advance comparable
     to a P&I Advance made thereby under the applicable Non-Trust Mortgage Loan
     Securitization Agreement with respect to any related Serviced Pari Passu
     Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
     thereto, any such payment (as and to the extent provided in the related
     Co-Lender Agreement) to be made pursuant to this clause (iv) out of: first,
     any amounts on deposit in the related Loan Combination Custodial Account
     that would otherwise be distributable under the related Co-Lender Agreement
     to the holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto as
     Default Charges on their respective Mortgage Loans or any successor REO
     Mortgage Loans with respect thereto, all in accordance with Section 3.26,
     with such payment to be deducted from the amounts otherwise so
     distributable; second, to the maximum extent permitted by the related
     Co-Lender Agreement, any amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Loan Noteholder(s) with
     respect to any related Serviced Subordinate Non-Trust Mortgage Loan(s) or
     any successor REO Mortgage Loan(s) with respect thereto as collections of
     interest on and/or principal of, or any other relevant amounts with respect
     to, such Serviced Subordinate Non-Trust Mortgage Loan(s) or any successor
     REO Mortgage Loan(s) with respect thereto, with such payment to be deducted
     (if and to the extent so provided in the related Co-Lender Agreement)


                                      -160-




     from such amounts otherwise so distributable; and third, any remaining
     amounts on deposit in the related Loan Combination Custodial Account that
     would otherwise be distributable under the related Co-Lender Agreement to
     the holder of the subject Serviced Mortgage Loan or any successor REO
     Mortgage Loan with respect thereto as to which the subject P&I Advance or
     other comparable delinquency advance was made (with, if and to the extent
     applicable under the related Co-Lender Agreement, a corresponding
     allocation of the remaining portion of such interest on such P&I Advance or
     other comparable delinquency advance and the payment thereof to such
     subject Serviced Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto, and a corresponding deduction of the remaining portion of
     such interest on such P&I Advance or other comparable delinquency advance
     from such remaining amounts otherwise so distributable under the related
     Co-Lender Agreement to the holder of such subject Serviced Mortgage Loan or
     any successor REO Mortgage Loan with respect thereto, all in accordance
     with the related Co-Lender Agreement); provided that, in the case of
     subclauses second and third of this clause (iv), such payment shall be made
     only to the extent the related P&I Advance or other comparable delinquency
     advance has been or is contemporaneously being reimbursed and only insofar
     as such unpaid interest is not then payable pursuant to a withdrawal made
     in accordance with subclause first of this clause (iv);

               (v) in the case of any Serviced A/B Loan Combination, to pay any
     Fiscal Agent, the Trustee and itself for any unpaid interest accrued and
     payable hereunder on any P&I Advance made thereby under this Agreement on
     the Trust Mortgage Loan included in the subject Serviced Loan Combination
     or any successor REO Trust Mortgage Loan with respect thereto, any such
     payment (as and to the extent provided in the related Co-Lender Agreement)
     to be made pursuant to this clause (v) out of: first, any amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto as
     Default Charges on their respective Mortgage Loans or any successor REO
     Mortgage Loans with respect thereto, all in accordance with Section 3.26,
     with such payment to be deducted from the amounts otherwise so
     distributable; and second, to the maximum extent permitted by the related
     Co-Lender Agreement, any amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, the Serviced Note B Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
     and to the extent so provided in the related Co-Lender Agreement) from such
     amounts otherwise so distributable; and third, any remaining amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such interest on such
     P&I Advance and the payment thereof to one or more of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, and a corresponding deduction of the
     remaining portion of such interest on such P&I Advance from such remaining
     amounts otherwise so distributable under the related Co-Lender Agreement to
     one or more of the respective holders of the Mortgage Loans comprising the
     subject Serviced


                                      -161-




     Loan Combination or any successor REO Mortgage Loans with respect thereto,
     all in accordance with the related Co-Lender Agreement, and taking into
     account the subordination of the Serviced Note B Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto); provided that, in the case of
     subclauses second and third of this clause (v), such payment shall be made
     only to the extent the related P&I Advance has been or is contemporaneously
     being reimbursed and only insofar as such unpaid interest is not then
     payable pursuant to a withdrawal made in accordance with subclause first of
     this clause (v);

               (vi) to pay any Fiscal Agent, the Trustee, itself and the Special
     Servicer for any unpaid interest accrued and payable hereunder on any
     Servicing Advance made thereby under this Agreement with respect to the
     subject Serviced Loan Combination or any related Administered REO Property,
     any such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (vi) out of: first, any
     amounts on deposit in the related Loan Combination Custodial Account that
     would otherwise be distributable under the related Co-Lender Agreement to
     the holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto as
     Default Charges on their respective Mortgage Loans or any successor REO
     Mortgage Loans with respect thereto, all in accordance with Section 3.26,
     with such payment to be deducted from such amounts otherwise so
     distributable; second, to the maximum extent permitted by the related
     Co-Lender Agreement, any amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s),
     as collections of interest on and/or principal of, or any other relevant
     amounts with respect to, any Serviced Subordinate Non-Trust Mortgage
     Loan(s) included in the subject Serviced Loan Combination or any successor
     REO Mortgage Loan(s) with respect thereto, with such payment to be deducted
     (if and to the extent so provided in the related Co-Lender Agreement) from
     such amounts otherwise so distributable; and third, any remaining amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such interest on such
     Servicing Advance and the payment thereof to one or more of the Mortgage
     Loans comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, and a corresponding deduction of the
     remaining portion of such interest on such Servicing Advance from such
     remaining amounts otherwise so distributable under the related Co-Lender
     Agreement to one or more of the respective holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, all in accordance with the related
     Co-Lender Agreement, and taking into account the subordination of any
     Serviced Subordinate Non-Trust Mortgage Loan(s) included in the subject
     Serviced Loan Combination or any successor REO Mortgage Loan(s) with
     respect thereto); provided that, in the case of subclause second and third
     of this clause (vi), such payment shall be made only to the extent the
     related Servicing Advance has been or is contemporaneously being reimbursed
     and only insofar as such unpaid interest is not then payable pursuant to a
     withdrawal made in accordance with subclause first above of this clause
     (vi);


                                      -162




               (vii) to pay to itself any earned and unpaid Master Servicing
     Fees with respect to each Mortgage Loan and successor REO Mortgage Loan
     contained in the subject Serviced Loan Combination, the right of the Master
     Servicer to payment pursuant to this clause (vii) with respect to any such
     Mortgage Loan or successor REO Mortgage Loan being limited to amounts on
     deposit in the related Loan Combination Custodial Account that were
     received on or in respect of such Mortgage Loan or such successor REO
     Mortgage Loan, as the case may be, and are allocable as a recovery of
     interest thereon;

               (viii) to reimburse, first, any Fiscal Agent, second, the
     Trustee, and last, itself, in that order, for any unreimbursed P&I Advances
     made by such party (with its own funds) with respect to the Trust Mortgage
     Loan included in the subject Serviced Loan Combination or any successor REO
     Trust Mortgage Loan with respect thereto that such party has determined are
     Nonrecoverable Advances, any such reimbursement (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (viii) out of: first, to the maximum extent permitted under the
     related Co-Lender Agreement, any amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
     Noteholder(s), as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, any Serviced Subordinate Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination or any
     successor REO Mortgage Loan(s) with respect thereto, with such payment to
     be deducted (if and to the extent so provided in the related Co-Lender
     Agreement) from such amounts otherwise so distributable; and second, any
     remaining amounts on deposit in the related Loan Combination Custodial
     Account that would otherwise be distributable under the related Co-Lender
     Agreement to the holders of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto (with, if and to the extent applicable under the related Co-Lender
     Agreement, a corresponding allocation of the remaining portion of such P&I
     Advances and the reimbursement thereof to one or more of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, and a corresponding deduction of the
     remaining portion of such P&I Advances from such remaining amounts
     otherwise so distributable under the related Co-Lender Agreement to one or
     more of the respective holders of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, all in accordance with the related Co-Lender Agreement, and taking
     into account the subordination of any Serviced Subordinate Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination or any
     successor REO Mortgage Loan(s) with respect thereto);

               (ix) to reimburse, first, any Fiscal Agent, second, the Trustee,
     third, itself, and last, the Special Servicer, in that order, for any
     unreimbursed Servicing Advance made by such party (with its own funds) with
     respect to the subject Serviced Loan Combination or any related
     Administered REO Property that such party has determined is a
     Nonrecoverable Advance, any such reimbursement (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (ix) out of: first, to the maximum extent permitted by the related
     Co-Lender Agreement, amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, any Serviced Subordinate Non-Trust Mortgage
     Loan(s) included in the subject Serviced Loan Combination or


                                      -163-




     any successor REO Mortgage Loan(s) with respect thereto, with such
     reimbursement to be deducted (if and to the extent so provided in the
     related Co-Lender Agreement) from the amounts otherwise so distributable;
     and, second, any remaining amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto (with, if and to the extent applicable
     under the related Co-Lender Agreement, a corresponding allocation of the
     remaining portion of such Servicing Advance and the reimbursement thereof
     to one or more of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto, and a
     corresponding deduction of the remaining portion of such Servicing Advance
     from such remaining amounts otherwise so distributable under the related
     Co-Lender Agreement to one or more of the respective holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, all in accordance with
     the related Co-Lender Agreement, and taking into account the subordination
     of any Serviced Subordinate Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto);

               (x) to pay to the Special Servicer any earned and unpaid Special
     Servicing Fees in respect of the subject Serviced Loan Combination, any
     such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (x) out of: first, to the
     maximum extent permitted under the related Co-Lender Agreement, any amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     related Non-Trust Mortgage Loan Noteholder(s) as collections of interest on
     and/or principal of, or any other relevant amounts with respect to, any
     Serviced Subordinate Non-Trust Mortgage Loan(s) included in the subject
     Serviced Loan Combination or any successor REO Mortgage Loan(s) with
     respect thereto, with such payment to be deducted (if and to the extent so
     provided in the related Co-Lender Agreement) from such amounts otherwise so
     distributable; and, second, any remaining amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto (with, if and to the extent applicable
     under the related Co-Lender Agreement, a corresponding allocation of the
     remaining portion of such Special Servicing Fees and the payment thereof to
     one or more of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto, and a
     corresponding deduction of the remaining portion of such Special Servicing
     Fees from such remaining amounts otherwise so distributable under the
     related Co-Lender Agreement to one or more of the respective holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, all in accordance with
     the related Co-Lender Agreement, and taking into account the subordination
     of any Serviced Subordinate Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto);

               (xi) to pay the Special Servicer (or, if applicable, a
     predecessor Special Servicer) earned and unpaid Workout Fees and
     Liquidation Fees in respect of the subject Serviced Loan Combination, in
     the amounts and, subject to the following priority, from the


                                      -164-




     sources specified in Section 3.11(c) out of: first, to the maximum extent
     permitted under the related Co-Lender Agreement, any amounts on deposit in
     the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the related
     Non-Trust Mortgage Loan Noteholder(s) as collections of interest on and/or
     principal of, or any other relevant amounts with respect to, any Serviced
     Subordinate Non-Trust Mortgage Loan(s) included in the subject Serviced
     Loan Combination or any successor REO Mortgage Loan(s) with respect
     thereto, with such payment to be deducted (if and to the extent so provided
     in the related Co-Lender Agreement) from such amounts otherwise so
     distributable; and, second, any remaining amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto (with, if and to the extent applicable
     under the related Co-Lender Agreement, a corresponding allocation of the
     remaining portion of such Workout Fees and/or Liquidation Fees and the
     payment thereof to one or more of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, and a corresponding deduction of the remaining portion of such
     Workout Fees and/or Liquidation Fees from such remaining amounts otherwise
     so distributable under the related Co-Lender Agreement to one or more of
     the respective holders of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, all in accordance with the related Co-Lender Agreement, and taking
     into account the subordination of any Serviced Subordinate Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination or any
     successor REO Mortgage Loan(s) with respect thereto);

               (xii) to pay for (A) costs and expenses incurred with respect to
     the Mortgaged Property securing the subject Serviced Loan Combination
     pursuant to Section 3.09(c) (other than the costs of environmental testing,
     which are to be covered by, and reimbursable as, a Servicing Advance), (B)
     the costs and expenses of obtaining appraisals of such Mortgaged Property
     pursuant to Section 3.11(h), 3.18 or Section 4.03(c), as applicable, (C)
     any servicing expenses incurred with respect to the subject Serviced Loan
     Combination or any related REO Property, that would, if advanced,
     constitute Nonrecoverable Servicing Advances, in accordance with Section
     3.11(i), and (D) the fees of any Independent Contractor retained with
     respect to any Administered REO Property related to the subject Serviced
     Loan Combination pursuant to Section 3.17(d) (to the extent that it has not
     paid itself such fees prior to remitting collections on such Administered
     REO Property to the Special Servicer), any such payment (as and to the
     extent provided in the related Co-Lender Agreement) to be made pursuant to
     this clause (xii) out of: first, to the maximum extent permitted under the
     related Co-Lender Agreement, any amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
     Noteholder(s) as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, any Serviced Subordinate Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination or any
     successor REO Mortgage Loan(s) with respect thereto, with such payment to
     be deducted (if and to the extent so provided in the related Co-Lender
     Agreement) from such amounts otherwise so distributable; and, second, any
     remaining amounts on deposit in the related Loan Combination Custodial
     Account that would otherwise be distributable under the related Co-Lender
     Agreement to the holders of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with


                                      -165-




     respect thereto (with, if and to the extent applicable under the related
     Co-Lender Agreement, a corresponding allocation of the remaining portion of
     such items specified in subclauses (A)-(D) of this clause (xii) and the
     payment thereof to one or more of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, and a corresponding deduction of the remaining portion of such
     items specified in subclauses (A)-(D) of this clause (xii) from such
     remaining amounts otherwise so distributable under the related Co-Lender
     Agreement to one or more of the respective holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, all in accordance with the related
     Co-Lender Agreement, and taking into account the subordination of any
     Serviced Subordinate Non-Trust Mortgage Loan(s) included in the subject
     Serviced Loan Combination or any successor REO Mortgage Loan(s) with
     respect thereto);

               (xiii) to pay itself, as additional master servicing compensation
     in accordance with Section 3.11(b), interest and investment income earned
     in respect of amounts held in the related Loan Combination Custodial
     Account as provided in Section 3.06(b), but only to the extent of the Net
     Investment Earnings with respect to the related Loan Combination Custodial
     Account for any related Investment Period;

               (xiv) to pay itself, the Special Servicer, the Depositor or any
     of their respective members, managers, directors, officers, employees and
     agents, as the case may be, any amounts payable to any such Person pursuant
     to Section 6.03, to the extent such amounts relate to the subject Loan
     Combination, any such payment (as and to the extent provided in the related
     Co-Lender Agreement) to be made pursuant to this clause (xiv) out of:
     first, to the maximum extent permitted under the related Co-Lender
     Agreement, any amounts on deposit in the related Loan Combination Custodial
     Account that would otherwise be distributable under the related Co-Lender
     Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, any Serviced Subordinate Non-Trust Mortgage
     Loan(s) included in the subject Serviced Loan Combination or any successor
     REO Mortgage Loan(s) with respect thereto, with such payment to be deducted
     (if and to the extent so provided in the related Co-Lender Agreement) from
     such amounts otherwise so distributable; and, second, any remaining amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such amounts payable
     pursuant to Section 6.03 and the payment thereof to one or more of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, and a corresponding
     deduction of the remaining portion of such amounts payable pursuant to
     Section 6.03 from such remaining amounts otherwise so distributable under
     the related Co-Lender Agreement to one or more of the respective holders of
     the Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, all in accordance with
     the related Co-Lender Agreement, and taking into account the subordination
     of any Serviced Subordinate Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto);


                                      -166-




               (xv) to pay (out of amounts otherwise payable thereto under the
     related Co-Lender Agreement on any related Loan Combination Master Servicer
     Remittance Date) the respective shares of the holders of the Mortgage Loans
     or any REO Mortgage Loans contained in the subject Serviced Loan
     Combination of the cost of recording of the related Co-Lender Agreement in
     accordance with such Co-Lender Agreement;

               (xvi) to pay for the cost of recording this Agreement and the
     cost of any corresponding Opinion of Counsel, insofar as such recordation
     is for the benefit of the holders of the Mortgage Loans or any successor
     REO Mortgage Loans contained in the subject Serviced Loan Combination, any
     such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (xvi) out of: first, to the
     maximum extent permitted under the related Co-Lender Agreement, any amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     related Non-Trust Mortgage Loan Noteholder(s) as collections of interest on
     and/or principal of, or any other relevant amounts with respect to, any
     Serviced Subordinate Non-Trust Mortgage Loan(s) included in the subject
     Serviced Loan Combination or any successor REO Mortgage Loan(s) with
     respect thereto, with such payment to be deducted (if and to the extent so
     provided in the related Co-Lender Agreement) from such amounts otherwise so
     distributable; and, second, any remaining amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto (with, if and to the extent applicable
     under the related Co-Lender Agreement, a corresponding allocation of the
     remaining portion of such costs and the payment thereof to one or more of
     the Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, and a corresponding
     deduction of the remaining portion of such costs from such remaining
     amounts otherwise so distributable under the related Co-Lender Agreement to
     one or more of the respective holders of the Mortgage Loans comprising the
     subject Serviced Loan Combination or any successor REO Mortgage Loans with
     respect thereto, all in accordance with the related Co-Lender Agreement,
     and taking into account the subordination of any Serviced Subordinate
     Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto);

               (xvii) to the extent (A) consistent with the Co-Lender Agreement
     for the subject Serviced Loan Combination and (B) not otherwise included
     among the payments contemplated by clause (i) above of this Section 3.05A,
     to transfer to the Pool Custodial Account the aggregate of all Additional
     Trust Fund Expenses and/or any other amounts relating to the subject
     Serviced Loan Combination, that have been previously paid out of the Pool
     Custodial Account pursuant to Section 3.05(a) and that, if not previously
     paid out of the Pool Custodial Account in accordance with Section 3.05(a),
     would have been otherwise payable from such Loan Combination Custodial
     Account under this Section 3.05A;

               (xviii) if the related Co-Lender Agreement permits any related
     Non-Trust Mortgage Loan Noteholder to cure defaults under the Trust
     Mortgage Loan included in the subject Serviced Loan Combination, to
     reimburse any amounts paid by the applicable Non-Trust Mortgage Loan
     Noteholder in connection with exercising such cure rights, such Non-Trust
     Mortgage Loan Noteholder's right to reimbursement under this clause (xviii)
     to be limited to


                                      -167-




     amounts on deposit in the related Loan Combination Custodial Account that
     represent collections on the subject Serviced Loan Combination that are
     specifically allocable to such reimbursement in accordance with the related
     Co-Lender Agreement; and

               (xix) to clear and terminate such Loan Combination Custodial
     Account at the termination of this Agreement pursuant to Section 9.01.

          The Master Servicer shall keep and maintain separate accounting
records in connection with any withdrawal from each Loan Combination Custodial
Account pursuant to clauses (ii) through (xviii) of the preceding paragraph.

          (b) The Master Servicer shall pay to each of the Special Servicer (or
to third-party contractors at the direction of the Special Servicer), the
Trustee or any Fiscal Agent, as applicable, from each Loan Combination Custodial
Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of (i) a Servicing Officer of the Special
Servicer or (ii) a Responsible Officer of the Trustee or such Fiscal Agent, as
the case may be, in each case describing the item and amount to which the
Special Servicer (or such third-party contractor), the Trustee or such Fiscal
Agent, as the case may be, is entitled (unless such payment to the Special
Servicer, the Trustee or such Fiscal Agent, as the case may be, is clearly
required pursuant to this Agreement, in which case written statements shall not
be required). The Master Servicer may, absent manifest error, rely conclusively
on any such written statement and shall have no duty to re-calculate the amounts
stated therein. The parties seeking payment pursuant to this section shall each
keep and maintain separate accounting for the purpose of justifying any request
for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan
basis.

          In the case of each Serviced Loan Combination, the Master Servicer
shall remit or cause to be remitted to each Serviced Non-Trust Mortgage Loan
Noteholder, within one (1) Business Day of the Master Servicer's receipt
thereof, late collections (not including Principal Prepayments) received on the
related Serviced Non-Trust Mortgage Loan subsequent to the related Determination
Date therefor in any particular month (exclusive of any portion of such amount
payable or reimbursable to any third party in accordance in accordance with this
Agreement and the related Co-Lender Agreement), to the extent such amount is not
otherwise included or scheduled to be included in a normal monthly remittance
during such month to such Serviced Non-Trust Mortgage Loan Noteholder and in
respect of which an advance is required to be made or has been made by a service
provider of the related securitization trust.

          To the extent (i) consistent with the Co-Lender Agreement for the
related Serviced Loan Combination and (ii) not otherwise included as part of the
normal monthly remittance, the Master Servicer shall transfer from each Loan
Combination Custodial Account to the Pool Custodial Account, promptly upon
amounts for such purposes becoming available in such Loan Combination Custodial
Account, the aggregate of all Additional Trust Fund Expenses and/or any other
amounts relating to such Serviced Loan Combination, that have been previously
paid out of the Pool Custodial Account pursuant to Section 3.05(a) and that, if
not previously paid out of the Pool Custodial Account in accordance with Section
3.05(a), would have been otherwise payable from such Loan Combination Custodial
Account under this Section 3.05A.

          In accordance with the Co-Lender Agreement for each Serviced Loan
Combination, the Master Servicer shall, as and when required thereunder (or, if
no date is specified therein, on each


                                      -168-




applicable Loan Combination Master Servicer Remittance Date), withdraw from the
related Loan Combination Custodial Account and (i) transfer to the Pool
Custodial Account all amounts required to be remitted to the Trust with respect
to the Trust Mortgage Loan included in such Serviced Loan Combination and/or any
successor REO Trust Mortgage Loan with respect thereto, pursuant to the related
Co-Lender Agreement, and (ii) remit to the related Serviced Non-Trust Mortgage
Loan Noteholder(s) all amounts required to be remitted thereto with respect to
the Serviced Non-Trust Mortgage Loan(s) included in such Serviced Loan
Combination and/or any successor REO Mortgage Loan with respect thereto,
pursuant to the related Co-Lender Agreement. Monthly remittances to the
holder(s) of the Non-Trust Mortgage Loan(s) included in any Serviced Loan
Combination and/or any successor REO Mortgage Loan(s) with respect thereto
shall, in each case, be made as and when required under the related Co-Lender
Agreement (or, if no date is specified therein, on the applicable Loan
Combination Master Servicer Remittance Date) in accordance with the reasonable
instructions of such respective holder(s), including as to the method of payment
(which shall be by wire transfer of immediately available funds).

          In connection with each Serviced Loan Combination that includes any
Specially Designated Securitized Non-Trust Mortgage Loan, if the Master Servicer
fails, on or before any applicable Loan Combination Master Servicer Remittance
Date for such Loan Combination, to remit to the holder of such Non-Trust
Mortgage Loan any amount(s) required to be so remitted to such holder hereunder
on or before such date, the Master Servicer shall pay to such holder, for the
account of such holder, interest, calculated at the federal funds rate (or such
other rate as may be provided for under the related Co-Lender Agreement), on
such amount(s) not timely remitted, from and including such Loan Combination
Master Servicer Remittance Date to but not including the date on which the
required remittance is made.

          SECTION 3.06. Investment of Funds in the Collection Account, the
                        Servicing Accounts, the Reserve Accounts, the Defeasance
                        Deposit Account, the Custodial Accounts, the REO
                        Accounts, the Interest Reserve Account, the Excess
                        Liquidation Proceeds Account and the Class A-2FL
                        Floating Rate Account.

          (a) (i) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (any of the foregoing accounts listed in
this clause (i), a "Master Servicer Account"), (ii) the Special Servicer may
direct in writing any depository institution maintaining an REO Account, and
(iii) the Trustee may direct (pursuant to a standing order or otherwise) any
depository institution maintaining the Collection Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Account or the Class A-2FL Floating
Rate Account (any of the foregoing accounts listed in this clause (iii), a
"Trustee Account"; and any of the Master Servicer Accounts, the REO Accounts and
Trustee Accounts, an "Investment Account"), to invest, or if it is such
depository institution, may itself invest, the funds held therein (other than,
in the case of the Pool Custodial Account and the Collection Account, the
Initial Deposits) in one or more Permitted Investments bearing interest or sold
at a discount, and maturing, unless payable on demand, (x) no later than the
Business Day immediately preceding the next succeeding date on which such funds
are required to be withdrawn from such account pursuant to this Agreement or (y)
if and to the extent that the depository institution maintaining such Investment
Account is the obligor on such investment, no later than the time and date as of
which such funds are required to be withdrawn from such account pursuant to this
Agreement (but in any event prior to


                                      -169-




distributions on the Certificates or any transfers to another Investment Account
being made on or before the related Distribution Date); provided that in the
case of any Servicing Account, any Reserve Account or the Defeasance Deposit
Account, such investment direction shall be subject to the related loan
documents and applicable law.

          All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such) and, in the case of a
Permitted Investment in any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s). The
Master Servicer (with respect to Permitted Investments of amounts in the Master
Servicer Accounts) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Accounts), on behalf of the Trustee and, in
the case of any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), or the
Trustee in its capacity as such (in the case of any Trustee Account), shall (i)
be the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is a
"certificated security", "uncertificated security" or "deposit account". The
Trustee hereby designates the Master Servicer (with respect to Permitted
Investments of amounts in the Master Servicer Accounts) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Accounts), as
applicable, as the Person that shall be the "entitlement holder" and maintain
"control" as set forth under clauses (i) and (ii) above. For purposes of this
Section 3.06(a), (i) the terms "entitlement holder", "security entitlement",
"control" (except with respect to deposit accounts), "certificated security" and
"uncertificated security" shall have the meanings given such terms in Revised
Article 8 (1994 Revision) of the UCC, and the terms "control" (with respect to
deposit accounts) and "deposit account" shall have the meanings given such terms
in Revised Article 9 (1998 Revision) of the UCC, and (ii) "control" of any
Permitted Investment in any Investment Account by the Master Servicer or the
Special Servicer shall constitute "control" by a Person designated by, and
acting on behalf of, the Trustee and, in the case of any Investment Account
solely related to a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), for purposes of Revised Article 8 (1994 Revision)
of the UCC or Revised Article 9 (1998 Revision) of the UCC, as applicable. If
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Master Servicer (in the case of any
Master Servicer Account), the Special Servicer (in the case of the REO Accounts)
or the Trustee (in the case of any Trustee Account) shall:

          (x)  consistent with any notice required to be given thereunder,
               demand that payment thereon be made on the last day such
               Permitted Investment may otherwise mature hereunder in an amount
               equal to at least the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

          (y)  demand payment of all amounts due thereunder promptly upon
               determination by the Master Servicer, the Special Servicer or the
               Trustee, as the case may be, that such Permitted Investment would
               not constitute a Permitted Investment in respect of funds
               thereafter on deposit in the Investment Account.

          (b) Whether or not the Master Servicer directs the investment of funds
in any of the Master Servicer Accounts, interest and investment income realized
on funds deposited therein, to the extent of the Net Investment Earnings, if
any, for each such Investment Account for each related Investment Period (and,
in the case of Servicing Accounts, Reserve Accounts and the Defeasance


                                      -170-




Deposit Account, to the extent not otherwise payable to Mortgagors under
applicable law or the related loan documents), shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.03(a), 3.03(d), 3.04(a), 3.04A(b), 3.05(a) or
3.05A, as applicable. Whether or not the Special Servicer directs the investment
of funds in any of the REO Accounts, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for such Investment Account for each related Investment Period, shall be for the
sole and exclusive benefit of the Special Servicer and shall be subject to its
withdrawal in accordance with Section 3.16(b). Whether or not the Trustee
directs the investment of funds in any of the Trustee Accounts, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each related
Investment Period, shall be for the sole and exclusive benefit of the Trustee
and shall be subject to its withdrawal in accordance with Section 3.05(b),
3.05(c) or 3.05(d), as the case may be. If any loss shall be incurred in respect
of any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of (i) the Servicing Accounts, the Reserve Accounts and
the Defeasance Deposit Account (except to the extent that any investment of
funds with respect thereto is at the direction of a Mortgagor in accordance with
the related loan documents or applicable law) and (ii) the Custodial Accounts),
the Special Servicer (in the case of the REO Accounts) and the Trustee (in the
case of any Trustee Account) shall promptly deposit therein from its own funds,
without right of reimbursement, no later than the end of the related Investment
Period, during which such loss was incurred, the amount of the Net Investment
Loss, if any, for such Investment Account for such Investment Period.
Notwithstanding any of the foregoing provisions of this Section 3.06, no party
shall be required under this Agreement to deposit any loss on a deposit of funds
in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust
company with which such deposit was maintained so long as such depository
institution or trust company satisfied the conditions set forth in the
definition of "Eligible Account" at the time such deposit was made and also as
of a date no earlier than 30 days prior to the insolvency.

          (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
the Certificateholders entitled to a majority of the Voting Rights allocated to
any Class, shall take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

          (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount and the Master Servicer Remittance Amount,
the amounts so invested shall be deemed to remain on deposit in such Investment
Account.

          (e) Notwithstanding the foregoing, the Initial Deposits shall remain
uninvested.

          SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions
                        and Fidelity Coverage; Environmental Insurance.

          (a) The Master Servicer shall use reasonable efforts, consistent with
the Servicing Standard, to cause to be maintained for each Mortgaged Property
that secures a Serviced Mortgage Loan and is not an REO Property, all insurance
coverage as is required under the related Mortgage Loan


                                      -171-




(except to the extent that the failure to maintain such insurance coverage is an
Acceptable Insurance Default); provided that, if and to the extent that any such
Mortgage permits the holder thereof any discretion (by way of consent, approval
or otherwise) as to the insurance coverage that the related Mortgagor is
required to maintain, the Master Servicer or Special Servicer, as the case may
be, shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided, further, that, if and to the extent that a Mortgage so
permits, the Master Servicer or Special Servicer, as the case may be, shall use
reasonable efforts to require the related Mortgagor to obtain the required
insurance coverage from Qualified Insurers that have, in each such case, the
applicable Required Insurer Rating; and provided, further, that the Master
Servicer shall cause to be maintained, with Qualified Insurers that have, in
each such case, the applicable Required Insurer Rating, for any such Mortgaged
Property any such insurance that the related Mortgagor is required but fails to
maintain, but only to the extent that (i) the Trustee (as mortgagee of record on
behalf of the Certificateholders or, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, the Certificateholders and the related
Non-Trust Mortgage Loan Noteholder(s)) has an insurable interest, and (ii)
either (A) such insurance is available at a commercially reasonable rate, or (B)
solely in the case of all-risk insurance or other insurance that covers losses
from acts of terrorism, the Master Servicer (with respect to Performing Serviced
Mortgage Loans) or the Special Servicer (with respect to Specially Serviced
Mortgage Loans) has determined, in accordance with the Servicing Standard, that
the failure by the Mortgagor to maintain such insurance does not constitute an
Acceptable Insurance Default. In determining whether any insurance coverage is
available or is available at reasonable rates, the Master Servicer or Special
Servicer, as applicable, shall, to the extent consistent with the Servicing
Standard, be entitled to rely on insurance consultants in making such
determination and any such determinations by the Master Servicer or Special
Servicer, as the case may be, must be made not less frequently (but need not be
made more frequently) than annually (or such other lesser period as may be
required by the Servicing Standard) but in any event shall be made at the
approximate date on which the Master Servicer or Special Servicer, as the case
may be, receives notice of the renewal, replacement or cancellation of coverage.
Subject to Sections 3.27 and 6.11, the related Serviced Loan Combination
Controlling Party (in the case of a Mortgaged Property that secures a Serviced
Loan Combination) or the Controlling Class Representative (in the case of any
other Mortgaged Property securing a Serviced Mortgage Loan) may request that
earthquake insurance be secured for such Mortgaged Property by the related
Mortgagor, to the extent that (i) such insurance may be obtained at a
commercially reasonable price and (ii) the related loan documents and applicable
law give the mortgagee the right to request such insurance coverage and such
loan documents require the Mortgagor to obtain earthquake insurance at the
request of the mortgagee. Subject to Section 3.17(a), the Special Servicer, in
accordance with the Servicing Standard, shall also cause to be maintained for
each Administered REO Property no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage; provided that such
insurance is available at commercially reasonable rates and the subject hazards
are at the time commonly insured against for properties similar to the subject
Administered REO Property located in or around the region in which such
Administered REO Property is located (or, in the case of all-risk insurance or
other insurance that covers acts of terrorism, the Special Servicer has
determined, in accordance with the Servicing Standard, that either such
insurance is available at a commercially reasonable rate or the subject hazards
are at the time commonly insured against for properties similar to the subject
Administered REO Property located in or around the region in which such
Administered REO Property is located); and provided, further, that all such
insurance shall be obtained from Qualified Insurers that have, in each such
case, the applicable Required Insurer Rating. All such insurance policies shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Master
Servicer (in the case of insurance maintained in respect of Serviced Mortgage
Loans, including


                                      -172-




Specially Serviced Mortgage Loans), and shall be in the name of the Special
Servicer (in the case of insurance maintained in respect of Administered REO
Properties), on behalf of the Trustee. If the Special Servicer (with respect to
Specially Serviced Mortgage Loans) or the Master Servicer (with respect to
Performing Mortgage Loans) is in the process of making a determination, in the
case of all-risk insurance or other insurance that covers losses from acts of
terrorism, as to whether the failure by the Mortgagor under any Serviced
Mortgage Loan to maintain such insurance constitutes an Acceptable Insurance
Default, then, during the period of such evaluation by such servicer (or, to the
extent applicable, during the period that the Master Servicer or Special
Servicer is obtaining the consent under Section 6.11 of the Controlling Class
Representative or, with respect to a Serviced Loan Combination, obtaining the
consent under Section 3.27 of the Serviced Loan Combination Controlling Party)
the Master Servicer shall not be liable for any loss related to its failure to
require the related Mortgagor to maintain terrorism insurance and shall not be
in default of its obligations hereunder as a result of such failure to maintain
terrorism insurance (provided, that the Master Servicer used reasonable efforts,
in accordance with the Servicing Standard, to cause such Mortgagor to maintain
such insurance and, with respect to a Specially Serviced Mortgage Loan, has
given prompt written notice to the Special Servicer of its determination that it
will not be successful in its efforts to cause the Mortgagor to obtain such
insurance; and provided, further, that, in the case of a Performing Mortgage
Loan, the Master Servicer has made the subject determination as to an Acceptable
Insurance Default within a reasonable period of time. The Special Servicer shall
promptly notify the Master Servicer of each such determination by the Special
Servicer under this paragraph.

          Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A(a), as applicable, in the case of amounts received in respect of a
Serviced Mortgage Loan, or in the applicable REO Account in accordance with
Section 3.16(b), in the case of amounts received in respect of an Administered
REO Property. Any cost incurred by the Master Servicer or the Special Servicer
in maintaining any such insurance (including any earthquake insurance maintained
at the request of a Serviced Loan Combination Controlling Party or the
Controlling Class Representative, as applicable) shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance or Stated Principal Balance of the related Serviced
Mortgage Loan(s) or REO Mortgage Loan(s), notwithstanding that the terms of such
loan so permit, but shall be recoverable by the Master Servicer or the Special
Servicer, as applicable, as a Servicing Advance.

          (b) If either the Master Servicer or the Special Servicer shall obtain
and maintain, or cause to be obtained and maintained, a blanket policy or master
force placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans and/or Administered REO Properties that it is required to service
and administer, then, to the extent such policy (i) is obtained from a Qualified
Insurer having (or whose obligations are guaranteed or backed, in writing, by an
entity having) the applicable Required Insurer Rating, and (ii) provides
protection equivalent to the individual policies otherwise required, then the
Master Servicer or the Special Servicer, as the case may be, shall conclusively
be deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or the subject Administered
REO Properties. Such blanket policy or master force placed policy may contain a
deductible clause (not in excess of a customary amount), in which


                                      -173-




case the Master Servicer or the Special Servicer, as appropriate, shall, if
there shall not have been maintained on the related Mortgaged Property or
subject Administered REO Property an individual hazard insurance policy
complying with the requirements of Section 3.07(a), and there shall have been
one or more losses that would have been covered by such individual policy,
promptly deposit into the applicable Custodial Account from its own funds the
amount not otherwise payable under the blanket policy or master force placed
policy because of the deductible clause therein, to the extent that any such
deductible exceeds the deductible limitation that pertained to the related
Serviced Mortgage Loan (or in the absence of any such deductible limitation, the
deductible limitation for an individual policy which is consistent with the
Servicing Standard). The Master Servicer or the Special Servicer, as
appropriate, shall prepare and present, on behalf of itself, the Trustee, the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Non-Trust Mortgage Loan Noteholder(s),
claims under any such blanket policy or master force placed policy in a timely
fashion in accordance with the terms of such policy.

          (c) Subject to the third paragraph of this Section 3.07(c), each of
the Master Servicer and the Special Servicer shall at all times during the term
of this Agreement (or, in the case of the Special Servicer, at all times during
the term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered REO Properties are part of the Trust Fund) keep in force with
Qualified Insurers that, in each such case, has (or whose obligations are in
each such case guaranteed or backed, in writing, by an entity that has) the
applicable Required Insurer Rating, a fidelity bond, which fidelity bond shall
be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to any Class of
Certificates (as evidenced in writing from each Rating Agency). Each of the
Master Servicer and the Special Servicer shall be deemed to have complied with
the foregoing provision if an Affiliate thereof has such fidelity bond coverage
and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Master Servicer or the Special Servicer, as the case may be.

          Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered REO Properties are part of the Trust Fund) also keep in force with
Qualified Insurers that, in each such case, has (or whose obligations are in
each such case guaranteed or backed, in writing, by an entity that has) the
applicable Required Insurer Rating, a policy or policies of insurance covering
loss occasioned by the errors and omissions of its officers and employees in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to any Class of
Certificates (as evidenced in writing from each Rating Agency). Each of the
Master Servicer and the Special Servicer shall be deemed to have complied with
the foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to
the Master Servicer or the Special Servicer, as the case may be.

          Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer (or its direct corporate
parent if such parent is responsible for the obligations of the Master Servicer
or Special Servicer, as applicable), as the case may be, are rated at least "A"
(or the equivalent) from each Rating Agency (or, in the case of any Rating
Agency, such lower


                                     -174-




rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency, as evidenced
in writing by such Rating Agency), such Person may self-insure with respect to
all or a portion of the risks described in this Section 3.07(c).

          (d) In the event that either of the Master Servicer or the Special
Servicer has actual knowledge of any event (an "Insured Environmental Event")
giving rise to a claim under any Environmental Insurance Policy in respect of
any Environmentally Insured Mortgage Loan (other than, if applicable, an Outside
Serviced Trust Mortgage Loan) for which the Mortgagor has not filed a claim or
in respect of an Administered REO Property, the Master Servicer shall notify the
Special Servicer if such Mortgage Loan is a Specially Serviced Mortgage Loan,
and the Special Servicer shall notify the Master Servicer in all cases. Upon
becoming aware of such Insured Environmental Event, the Master Servicer, in the
case of a Performing Serviced Mortgage Loan, and the Special Servicer, in the
case of a Specially Serviced Mortgage Loan or an Administered REO Property, in
accordance with the terms of such Environmental Insurance Policy and the
Servicing Standard, shall timely make a claim thereunder with the appropriate
insurer and shall take such other actions necessary under such Environmental
Insurance Policy in order to realize the full value thereof for the benefit of
the Certificateholders. With respect to each Environmental Insurance Policy in
respect of an Environmentally Insured Mortgage Loan (other than, if applicable,
an Outside Serviced Trust Mortgage Loan), the Master Servicer (in the case of
any such Mortgage Loan that is a Performing Serviced Mortgage Loan) and the
Special Servicer (in the case of any such Mortgage Loan that is a Specially
Serviced Mortgage Loan or in the case of an Administered REO Property) shall
each review and familiarize itself with the terms and conditions relating to
enforcement of claims and shall, in the event the Master Servicer or the Special
Servicer has actual knowledge of an Insured Environmental Event giving rise to a
claim under such policy, monitor the dates by which any claim must be made or
any action must be taken under such policy to realize the full value thereof for
the benefit of the Certificateholders.

          The Master Servicer (in the case of Performing Serviced Mortgage
Loans) and the Special Servicer (in the case of Specially Serviced Mortgage
Loans and Administered REO Properties) shall each abide by the terms and
conditions precedent to payment of claims under the Environmental Insurance
Policies with respect to the Environmentally Insured Mortgage Loans (other than,
if applicable, any Outside Serviced Trust Mortgage Loan) and take all such
actions as may be required to comply with the terms and provisions of such
policies in order to maintain such policies in full force and effect and to make
claims thereunder.

          In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan (other than, if applicable,
an Outside Serviced Trust Mortgage Loan), then the party receiving such notice
shall, within five (5) Business Days after receipt thereof, provide written
notice of such termination to the other such party and the Trustee. Upon receipt
of such notice, the Master Servicer, with respect to a Performing Serviced
Mortgage Loan, or the Special Servicer, with respect to a Specially Serviced
Mortgage Loan or an Administered REO Property, shall address such termination in
accordance with Section 3.07(a). Any legal fees, premiums or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with
enforcing the obligations of the Mortgagor under any Environmental Insurance
Policy or a resolution of such termination of an Environmental Insurance Policy
shall be paid by the Master Servicer and shall be reimbursable to it as a
Servicing Advance.


                                     -175-




          The Master Servicer (with respect to Performing Serviced Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans) shall monitor the actions, and enforce the obligations, of the related
Mortgagor under each Environmentally Insured Mortgage Loan (other than, if
applicable, an Outside Serviced Trust Mortgage Loan) insofar as such
actions/obligations relate to (i) to the extent consistent with Section 3.07(a),
the maintenance (including, without limitation, any required renewal) of an
Environmental Insurance Policy with respect to the related Mortgaged Property or
(ii) environmental testing or remediation at the related Mortgaged Property.

          SECTION 3.08. Enforcement of Alienation Clauses.

          (a) If, with respect to any Performing Serviced Mortgage Loan, the
Master Servicer receives a request from a Mortgagor regarding the transfer of
the related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person and/or transfers of certain interests in such
Mortgagor (including, without limitation, sales or transfers of the related
Mortgaged Property (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the related Mortgagor or its
owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms
permits transfer or assumption without the consent of the lender so long as
certain conditions are satisfied, a request by the related Mortgagor for a
determination that such conditions have been satisfied, then the Master Servicer
shall promptly notify the Special Servicer of such request, shall evaluate
(consistent with the Servicing Standard) the experience and financial condition
of the proposed transferee and the status of any conditions to transfer or
assumption (as described above) and prepare a report in connection therewith and
shall deliver to the Special Servicer such report and any documents or other
materials that the Master Servicer shall have received regarding the proposed
transfer and, if applicable, the proposed assumption. The Special Servicer shall
have the right hereunder, within 15 days (or, in the case of a consent to a
determination as to whether the conditions precedent to the subject transfer or
assumption have been satisfied, within 10 days, or within such longer period as
may be necessary to obtain any required consent pursuant to Section 3.27 or
6.11, as and if applicable) of receipt of such recommendation and supporting
materials and any other materials reasonably requested by the Special Servicer,
in accordance with the Servicing Standard, to withhold or grant consent to any
such request for such transfer and/or assumption and/or to make a determination
as to whether the conditions to transfer or assumption (as described above) have
been satisfied, as applicable, each in accordance with the terms of the subject
Performing Serviced Mortgage Loan and this Agreement; provided that any grant of
consent on the part of the Special Servicer shall be subject to Section 3.08(d),
Section 3.27 and/or Section 6.11, in each case if and as applicable. If the
Special Servicer does not respond within such 15-day period, 10-day period or
such longer period as set forth above (and set forth in the notice described in
the following proviso), as the case may be, such party's consent shall be deemed
granted; provided that if the Special Servicer's consent is not withheld,
granted or deemed granted within the aforementioned 15-day period or 10-day
period, as applicable, because the Special Servicer is in the process of
obtaining a consent required pursuant to Section 3.27 and/or Section 6.11, as
applicable, then the Special Servicer shall, prior to the termination of the
aforementioned 15-day or 10-day period, provide notice to the Master Servicer of
such process and the estimated time period for completion thereof. If the
Special Servicer, in accordance with the Servicing Standard, (i) withholds or
denies its consent to any such request for such transfer and/or assumption with
respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with
respect to any Performing Serviced Mortgage Loan that by its terms permits
transfer and/or assumption without lender consent so long as certain conditions
are satisfied, that such conditions have not been satisfied, then, in each such
case, the Special Servicer shall notify the Master Servicer in writing of such
determination, and the Master Servicer shall notify the


                                     -176-




related Mortgagor that the requested transfer and/or assumption will not be
permitted and shall restrict the requested transfer and/or assumption of the
subject Performing Serviced Mortgage Loan in accordance with the Servicing
Standard. If the Special Servicer consents or is deemed to consent to such
proposed transfer and/or assumption and/or determines that the conditions to
transfer or assumption have been satisfied, the Master Servicer shall process
such request of the related Mortgagor; and, in the case of a transfer of the
related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person, the Master Servicer (subject to Section
3.08(d)) shall be authorized to enter into an assumption or substitution
agreement with the Person, which shall be a Single Purpose Entity, to whom the
related Mortgaged Property has been or is proposed to be conveyed and/or release
the original Mortgagor from liability under such Performing Serviced Mortgage
Loan and substitute as obligor thereunder the Person to whom the related
Mortgaged Property has been or is proposed to be conveyed; provided, however,
that the Master Servicer shall not enter into any such agreement to the extent
that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor
Trust Event or create any lien on a Mortgaged Property that is senior to, or on
parity with, the lien of the related Mortgage. The Master Servicer shall notify
the Trustee, the Special Servicer, each Rating Agency, the Controlling Class
Representative and, in the case of a Serviced Loan Combination that consists of
Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), of any assumption or substitution agreement executed pursuant to
this Section 3.08(a) and shall forward thereto a copy of such agreement together
with a Review Package. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Serviced Trust Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Serviced Mortgage Loan shall be
made or transfer of interest in a Mortgagor approved, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

          With respect to any Serviced Mortgage Loans as to which the related
Mortgagors constitute tenants-in-common, the Master Servicer, on behalf of the
Trustee, shall review (A) each request for a sale, transfer or syndication of
any Mortgagor's equity interests in the related Mortgagor and shall promptly
analyze such request, including, with regard to each proposed Mortgagor
transferee, the financial statements, credit information, organizational
documents and other written materials required to be provided pursuant to the
related loan documents or reasonably requested by the Master Servicer, to
determine, in accordance with the Servicing Standard, whether the requested
sale, transfer or syndication meets the applicable requirements set forth in the
related loan documents and to obtain any consents required under any related
intercreditor agreement, and (B) the corresponding waiver of any applicable
due-on-sale or due-on-encumbrance provisions set forth in the related loan
documents in order to determine whether approval of such waiver is consistent
with the Servicing Standard. Promptly after the Master Servicer has made any
such affirmative determination that such sale, transfer or syndication meets the
applicable requirements set forth in the related loan documents and complies
with the Servicing Standard, the Master Servicer shall deliver to the Special
Servicer, the Trustee, the Rating Agencies, the Controlling Class Representative
and each other party hereto, no later than five (5) Business Days prior to such
proposed sale, transfer or syndication, an Officer's Certificate setting forth
notice of the approval or disapproval and the basis for such determination,
including evidence of compliance with each of the requirements for such Mortgage
Loan set forth in the related loan documents; provided, however, if the proposed
investor/transferee is a single member limited liability company not organized
in Delaware or is not an accredited investor, the provisions of this paragraph
of Section 3.08(a) shall not apply and approval of any such transfer shall
follow the procedures set forth in the


                                     -177-




first paragraph of Section 3.08(a); and provided, further, that notwithstanding
Section 3.11(c), with respect to any transfer approved pursuant to this
paragraph, the Special Servicer shall be entitled to certain of the fees as set
forth on Exhibit W paid by the Mortgagor, and the Master Servicer shall not
waive any such fees without the consent of the Special Servicer.

          (b) If, with respect to a Specially Serviced Mortgage Loan, the Master
Servicer receives a request from a Mortgagor for consent to a transfer of the
related Mortgaged Property and assumption of such Specially Serviced Mortgage
Loan and/or consent to a transfer of interests in the related Mortgagor
(including, without limitation, sales or transfers of the related Mortgaged
Property (in full or in part) or the sale, transfer, pledge or hypothecation of
direct or indirect interests in the related Mortgagor or its owners) or in the
case of a Specially Serviced Mortgage Loan that by its terms permits transfer or
assumption without the consent of the lender so long as certain conditions are
satisfied, a request by the related Mortgagor for a determination that such
conditions have been satisfied, the Master Servicer shall promptly notify the
Special Servicer of such request and deliver to the Special Servicer any
documents that the Master Servicer shall have received regarding the proposed
transfer and assumption. Subject to Section 3.08(d), Section 3.27 and/or Section
6.11, in each case if and as applicable, the Special Servicer shall determine
whether to grant such consent, whether the conditions to transfer or assumption
(as described above) have been satisfied and/or whether to enforce any
restrictions on such transfer and/or assumption contained in the related loan
documents, as applicable, each in accordance with the Servicing Standard.

          Upon consent by the Special Servicer to any proposed transfer of a
Mortgaged Property and assumption by the proposed transferee of the related
Serviced Mortgage Loan pursuant to this Section 3.08(b), the Special Servicer
shall process the request of the related Mortgagor for such transfer and
assumption and shall be authorized to enter into an assumption or substitution
agreement with the Person, which shall be a Single Purpose Entity, to whom the
related Mortgaged Property has been or is proposed to be conveyed and/or release
the original Mortgagor from liability under the related Serviced Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Special Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. The Special Servicer shall notify the
Trustee, the Master Servicer, each Rating Agency, the Controlling Class
Representative and, with respect to a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or
substitution agreement executed pursuant to this Section 3.08(b) and shall
forward thereto a copy of such agreement. Subject to the terms of the related
loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be
made without the assumption of all other Serviced Trust Mortgage Loans making up
the related Cross-Collateralized Group. Further, subject to the terms of the
related loan documents and applicable law, no assumption of a Serviced Mortgage
Loan shall be made unless all costs in connection therewith, including any
arising from seeking Rating Agency confirmation, are paid by the related
Mortgagor.

          As used in this Section 3.08, the terms "sale" and "transfer" shall
include the matters contemplated by the parentheticals in the first sentence of
Section 3.08(a).

          (c) If, with respect to a Performing Serviced Mortgage Loan, the
Master Servicer receives a request from the related Mortgagor regarding a
further encumbrance of the related Mortgaged


                                     -178-




Property or of an interest in the related Mortgagor (including, without
limitation, any mezzanine financing of the related Mortgagor or any direct or
indirect owners of the related Mortgagor or the Mortgaged Property or any sale,
issuance or transfer of preferred equity in the Mortgagor or its owners or, in
the case of a Performing Serviced Mortgage Loan that by its terms permits
further encumbrance without the consent of the lender provided certain
conditions are satisfied, a request by the related Mortgagor for a determination
that such conditions have been satisfied), then the Master Servicer shall
promptly obtain relevant information for purposes of evaluating such request. If
the Master Servicer determines, consistent with the Servicing Standard, to
approve such further encumbrance or that the conditions precedent to such
further encumbrance have been satisfied, as applicable, then the Master Servicer
shall provide to the Special Servicer a written copy of such recommendation
(which shall include the reason therefor) and the materials upon which such
recommendation is based. The Special Servicer shall have the right hereunder,
within 15 days (or, in the case of a consent to a determination as to whether
the conditions precedent to a further encumbrance have been satisfied, within 10
days), or within such longer period as may be necessary to obtain any required
consent pursuant to Section 3.27 or 6.11, as and if applicable, of receipt of
such recommendation and supporting materials and any other materials reasonably
requested by the Special Servicer, to reasonably withhold or, subject to Section
3.08(d) and, further, subject to the Special Servicer obtaining any consent to
the extent required pursuant to Section 3.27 and/or Section 6.11, in each case
if and as applicable, grant consent to any such request for such further
encumbrance of the related Mortgaged Property or of an interest in the related
Mortgagor or to object or consent to the determination by the Master Servicer as
to whether the conditions to further encumbrance (as described above) have been
satisfied, as applicable, each in accordance with the terms of such Performing
Serviced Mortgage Loan and this Agreement and subject to the Servicing Standard.
If the Special Servicer does not respond within such 15-day period, 10-day
period or such longer period as set forth above (and set forth in the notice
described in the following proviso), as the case may be, such party's consent
shall be deemed granted; provided, that if the Special Servicer's consent is not
withheld, granted or deemed granted within the aforementioned 15-day period or
10-day period, as applicable, because the Special Servicer is in the process of
obtaining a consent required pursuant to Section 3.27 and/or Section 6.11, as
applicable, then the Special Servicer shall, prior to the termination of the
aforementioned 15-day or 10-day period, provide notice to the Master Servicer of
such process and the estimated time period for completion thereof. If the
Special Servicer consents or is deemed to have consented to such further
encumbrance of the related Mortgaged Property or of an interest in the related
Mortgagor, as applicable, the Master Servicer shall process such request of the
related Mortgagor. If the Special Servicer does not consent to, and is not
deemed to have consented to, such further encumbrance, then the Master Servicer,
on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, with respect to a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) shall, to the extent permitted
by applicable law, enforce the restrictions contained in the related loan
documents on further encumbrances of the related Mortgaged Property and/or of an
interest in the related Mortgagor, as applicable. If the Special Servicer, in
accordance with the Servicing Standard, within the requisite time period, (i)
objects to the determination by the Master Servicer with respect to a Performing
Serviced Mortgage Loan (which by its terms permits further encumbrance without
lender consent provided certain conditions are satisfied) that the subject
conditions have been satisfied, or (ii) determines with respect to any other
Serviced Mortgage Loan (which by its terms permits further encumbrance without
lender consent provided certain conditions are satisfied) that the subject
conditions have not been satisfied, then, in each such case, the Special
Servicer shall notify the Master Servicer in writing of such objection or
determination, as applicable, and the Master Servicer shall notify the related
Mortgagor that


                                     -179-




the requested further encumbrance will not be permitted and shall
restrict the requested further encumbrance of the subject Serviced Mortgage Loan
in accordance with the Servicing Standard.

          With respect to any Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property and/or of interests in the related Mortgagor, as
applicable, and shall, with respect to Specially Serviced Mortgage Loans that by
their terms permit further encumbrance without mortgagee consent so long as
certain conditions are satisfied, make all determinations as to whether such
conditions have been satisfied, and shall process all documentation in
connection therewith, unless the Special Servicer has determined, in its
reasonable, good faith judgment, that waiver of such restrictions or such
conditions, as the case may be, would be in accordance with the Servicing
Standard (as evidenced by an Officer's Certificate setting forth the basis for
such determination delivered to the Trustee, the Master Servicer, each Rating
Agency and, in the case of a Serviced Loan Combination, the related Serviced
Non-Trust Mortgage Loan Noteholder(s)); provided that any such waiver of such
restrictions shall be subject to Section 3.08(d) and Section 6.11 and/or Section
3.27, in each case if and as applicable.

          As used in this Section 3.08, the term "encumbrance" shall include the
matters contemplated by the parentheticals in the first sentence of this Section
3.08(c).

          (d) Notwithstanding anything to the contrary contained in this Section
3.08, but subject to the related loan documents and applicable law: (i) if (A)
the then unpaid principal balance of the subject Serviced Trust Mortgage Loan,
together with any other Serviced Trust Mortgage Loans that are
cross-collateralized therewith, is at least equal to the lesser of (1)
$35,000,000 and (2) 5% of the then aggregate principal balance of the Mortgage
Pool or (B) the subject Serviced Trust Mortgage Loan is then one of the ten (10)
largest Trust Mortgage Loans in the Mortgage Pool, then neither the Master
Servicer nor the Special Servicer, as applicable, shall waive any restrictions
contained in the related Mortgage on transfers of the related Mortgaged Property
or on transfers of interests in the related Mortgagor, and (ii) if (X) the then
unpaid principal balance of the subject Serviced Trust Mortgage Loan, together
with any other Serviced Trust Mortgage Loans that are cross-collateralized
therewith, is at least equal to the lesser of (1) $20,000,000 and (2) 2% of the
then aggregate principal balance of the Mortgage Pool or (Y) the subject
Serviced Trust Mortgage Loan is then one of the ten (10) largest Trust Mortgage
Loans in the Mortgage Pool, then neither the Special Servicer nor the Master
Servicer shall waive any restrictions contained in the related Mortgage on
further encumbrances of the related Mortgaged Property or of interests in the
related Mortgagor, unless, in the case of either (i) or (ii) above, the Master
Servicer or the Special Servicer, as the case may be, shall have received prior
written confirmation from each Rating Agency (and, if a Serviced Loan
Combination is involved and includes a Specially Designated Securitized
Non-Trust Mortgage Loan, from each applicable Other Rating Agency) that such
action would not result in an Adverse Rating Event with respect to any Class of
Certificates or any affected class of Specially Designated Non-Trust Mortgage
Loan Securities rated by such rating agency. Also notwithstanding anything to
the contrary contained in this Section 3.08, but subject to the related loan
documents and applicable law, if (A) the aggregate loan-to-value ratio of the
subject Serviced Trust Mortgage Loan (together with any additional loans that
would further encumber the related Mortgaged Property and/or interests in the
related Mortgagor) would be equal to or greater than 85% or (B) the aggregate
debt service coverage ratio of the related Mortgaged Property (taking into


                                     -180-




account any additional loans that would further encumber the related Mortgaged
Property and/or interests in the related Mortgagor) would be less than 1.20x,
then neither the Master Servicer nor the Special Servicer, as applicable, shall
waive any restrictions contained in the related Mortgage on further encumbrances
of the related Mortgaged Property or encumbrances of interests in the related
Mortgagor, unless the Master Servicer or the Special Servicer, as the case may
be, shall have obtained prior written confirmation from S&P that such action
would not result in an Adverse Rating Event with respect to any Class of
Certificates or any affected class of Specially Designated Non-Trust Mortgage
Loan Securities rated by such rating agency. Neither the Master Servicer nor the
Special Servicer has the authority to perform any of the actions set forth above
in this paragraph with respect to an Outside Serviced Trust Mortgage Loan. In
connection with any request for rating confirmation from a rating agency
pursuant to this paragraph of Section 3.08(d), the Master Servicer or the
Special Servicer, as the case may be, shall deliver a Review Package to such
rating agency. Further, subject to the terms of the related loan documents and
applicable law, no waiver of a restriction contained in the related Mortgage on
transfers of the related Mortgaged Property or interests in the related
Mortgagor or on further encumbrances thereof may be waived by the Master
Servicer or the Special Servicer, as applicable, unless all costs in connection
therewith, including any arising from seeking rating agency confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor (or from the Depositor or the related Unaffiliated Mortgage Loan
Seller pursuant to or as contemplated by Section 2.03), any rating agency
charges in connection with the foregoing shall be paid by the Master Servicer as
a Servicing Advance.

          Notwithstanding the foregoing, with respect to any Outside Serviced
Trust Mortgage Loan, in the event that any action set forth in clause (i) or
(ii) of the first sentence of the preceding paragraph regarding such Trust
Mortgage Loan would require written confirmation from a Rating Agency that such
action would not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency in accordance with clause (i) or (ii)
of the first sentence of the preceding paragraph if such Trust Mortgage Loan
were a Serviced Trust Mortgage Loan, then the Master Servicer and the Special
Servicer, if applicable, shall not consent (and shall ignore any direction of
the Controlling Class Representative to so consent) to a waiver of any
restrictions contained in the related Mortgage on transfers of the related
Mortgaged Property or on transfers of interests in the related Mortgagor or to a
waiver of any restrictions contained in the related Mortgage on further
encumbrances of the related Mortgaged Property or of interests in the related
Mortgagor, in each case to the extent it is permitted to do so under the related
Outside Servicing Agreement and/or the related Co-Lender Agreement, unless it
has obtained written confirmation from each Rating Agency that such action would
not result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency. Upon being asked to consent to any action set forth
in the preceding sentence (i) if the party initially in receipt of such request
for consent is the Controlling Class Representative, the Controlling Class
Representative shall request from the Master Servicer, and the Master Servicer
shall thereupon provide, a determination to the Controlling Class Representative
as to, and (ii) if the party initially in receipt of such request for consent is
the Master Servicer, the Master Servicer shall forward such request to the
Controlling Class Representative together with a determination as to, and (iii)
if the party initially in receipt of such request for consent is the Special
Servicer, the Special Servicer shall forward such request to the Master Servicer
and the Controlling Class Representative, and the Master Servicer shall
thereupon provide a determination to the Controlling Class Representative as to,
in the case of (i), (ii) and (iii) above, whether such action would require
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event with respect to any Class of Certificates rated by
such Rating Agency in accordance with clause (i) or clause (ii) of the first
sentence of the preceding


                                     -181-




paragraph if such Trust Mortgage Loan were a Serviced Trust Mortgage Loan (and
the Controlling Class Representative shall be entitled to conclusively rely on
such determination by the Master Servicer). Further, subject to the terms of the
related loan documents and applicable law, the Controlling Class Representative
shall not affirmatively consent to a waiver of any restrictions contained in the
related Mortgage on transfers of the related Mortgaged Property or on transfers
of interests in the related Mortgagor or to a waiver of any restrictions
contained in the related Mortgage on further encumbrances of the related
Mortgaged Property or of interests in the related Mortgagor, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor (unless requiring payment of
such costs by the Mortgagor is contrary to the related loan documents). To the
extent not payable by and collected from the related Mortgagor, any rating
agency charges in connection with the foregoing shall be paid by the Master
Servicer by withdrawing the amount of such charges from the Pool Custodial
Account.

          If and to the extent that any expenses paid by the Master Servicer in
connection with the actions contemplated by this Section 3.08(d) would result in
the failure of any one or more Holder(s) of Regular Interest Certificates or
Grantor Trust A-2FL with respect to the Class A-2FL REMIC III Regular Interest
to receive any amount of principal or interest at the related Pass-Through Rate
to which such Holder(s) are entitled (in each case by the time any such amounts
are due and payable to such Holder(s)), then such amounts shall be deemed to
have been distributed to such Holder(s) or Grantor Trust A-2FL, as applicable,
from REMIC III, as of the time paid by the Master Servicer, and then paid by
such Holder(s) or Grantor Trust A-2FL, as applicable, and not by any of the
REMIC Pools.

          (e) To the extent not prohibited by the applicable loan documents and
applicable law, the Master Servicer with respect to Performing Serviced Mortgage
Loans, and the Special Servicer with respect to Specially Serviced Mortgage
Loans, may charge the related Mortgagor (and retain to the extent permitted
under Section 3.11) a fee in connection with any enforcement or waiver
contemplated under this Section 3.08.

          SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required
                        Appraisals; Appraisal Reduction Calculation.

          (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 3.09(i), 3.27 and 6.11, exercise reasonable efforts, consistent with
the Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection) unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Mortgage Loan have been paid, the
payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. Subject
to Section 3.11(h), the Special Servicer shall request that the Master


                                     -182-




Servicer advance all costs and expenses incurred by it in any such proceedings,
and the Master Servicer shall be entitled to reimbursement therefor as provided
in Section 3.05(a) or Section 3.05A, as applicable. The Special Servicer shall
be responsible, consistent with the Servicing Standard, for determining whether
to exercise any rights it may have under the cross-collateralization and/or
cross-default provisions of a Cross-Collateralized Mortgage Loan. Nothing
contained in this Section 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Certificateholders and, in the case of a Mortgaged
Property that secures a Serviced Loan Combination, on behalf of the affected
Serviced Non-Trust Mortgage Loan Noteholder(s), to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.18 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

          If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.18, and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.

          If any Serviced Mortgage Loan or Serviced Loan Combination becomes a
Required Appraisal Loan, then the Special Servicer shall (i) obtain or conduct,
as applicable, a Required Appraisal within 60 days (or, in the case of a
Serviced Loan Combination, such shorter time period (if any) as may be required
under the related Co-Lender Agreement) of such occurrence (unless a Required
Appraisal was obtained or conducted, as applicable, with respect to such
Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the most recent Required
Appraisal approximately 12 months following the most recent Required Appraisal
or subsequent update thereof for so long as such Serviced Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) or such Serviced Loan
Combination, as the case may be, remains a Required Appraisal Loan. The Special
Servicer shall deliver copies of all such Required Appraisals and updated
Required Appraisals to the Trustee, the Master Servicer and, in the case of a
Mortgaged Property that secures a Serviced Loan Combination, the related
Non-Trust Mortgage Loan Noteholder(s), in each such case, promptly following the
Special Servicer's receipt of the subject appraisal, and, upon request, to the
Controlling Class Representative. Based on each such Required Appraisal and
updated Required Appraisal, the Master Servicer shall (monthly, on each related
Determination Date, until the subject Required Appraisal Loan ceases to be such)
calculate and notify the Trustee, the Special Servicer, the Controlling Class
Representative, and, in the case of any Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), of any resulting Appraisal Reduction Amount in respect of the
subject Required Appraisal Loan. The Master Servicer shall, at the direction of
the Special Servicer, advance the cost of each such Required Appraisal and
updated Required Appraisal; provided, however, that such expense will be subject
to reimbursement to the Master Servicer as a Servicing Advance out of the
related Custodial Account pursuant to Section 3.05(a) or Section 3.05A, as
applicable. At any time that


                                     -183-




an Appraisal Reduction Amount exists with respect to any Required Appraisal
Loan, the related Serviced Loan Combination Controlling Party (in the case of a
Serviced Loan Combination or related REO Property) or the Controlling Class
Representative (in all other cases involving a Serviced Mortgage Loan or an
Administered REO Property), as applicable, may, at its own expense, obtain and
deliver to the Master Servicer, the Special Servicer and the Trustee an
appraisal that is reasonably satisfactory to the Special Servicer and satisfies
the requirements of a "Required Appraisal", and upon the written request of the
related Serviced Loan Combination Controlling Party or the Controlling Class
Representative, as applicable, the Master Servicer shall recalculate the
Appraisal Reduction Amount in respect of the subject Required Appraisal Loan
based on such appraisal delivered by such party and shall notify the Trustee,
the Special Servicer, the Controlling Class Representative and, in the case of a
Serviced Loan Combination, the related Serviced Loan Combination Controlling
Party, of such recalculated Appraisal Reduction Amount.

          (b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) under such circumstances, in such manner or pursuant to such
terms as would, in the reasonable, good faith judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property
that is not treated as "foreclosure property" and that is held by a REMIC Pool
at any given time constitutes not more than a de minimis amount of the assets of
such REMIC Pool within the meaning of Treasury regulations section
1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a),
subject the Trust Fund to the imposition of any federal, state or local taxes
under the Code. Subject to the foregoing, however, a Mortgaged Property may be
acquired through a single member limited liability company if the Special
Servicer determines that such an action is appropriate to protect the Trust
(and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, the related Non-Trust Mortgage Loan Noteholder(s)) from potential
liability.

          In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

               (i) such personal property is, in the reasonable, good faith
     judgment of the Special Servicer (exercised in accordance with the
     Servicing Standard), incident to real property (within the meaning of
     Section 856(e)(1) of the Code) so acquired by the Special Servicer; or

               (ii) the Special Servicer shall have obtained an Opinion of
     Counsel (the cost of which shall be covered by, and be reimbursable as, a
     Servicing Advance) to the effect that the holding of such personal property
     as part of the Trust Fund will not cause the imposition of a tax on any
     REMIC Pool under the REMIC Provisions or cause any REMIC Pool to fail to
     qualify as a REMIC at any time that any Certificate is outstanding.

          (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), obtain title to a Mortgaged Property by foreclosure, deed in
lieu of foreclosure or otherwise, or take any other action with respect to any
Mortgaged Property, if, as a result


                                      -184-




of any such action, the Trustee, on behalf of the Certificateholders (and, in
the case of a Mortgaged Property that secures a Serviced Loan Combination, on
behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)), could, in
the reasonable, good faith judgment of the Special Servicer, exercised in
accordance with the Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless such action is consistent with Section
3.27 and/or Section 6.11, in each case if and as applicable, and the Special
Servicer has previously determined (as evidenced by an Officer's Certificate to
such effect delivered to the Trustee (and, in the case of a Mortgaged Property
that secures a Serviced Loan Combination, to the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) that shall specify all of the bases for such
determination), in accordance with the Servicing Standard and based on an
Environmental Assessment of such Mortgaged Property performed by an Independent
Person, who regularly conducts Environmental Assessments, within six months
prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Master Servicer
and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), that:

               (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related Environmental Insurance
     Policy) maximize the recovery on the related Serviced Mortgage Loan to the
     Certificateholders (or, if a Serviced Loan Combination is involved, to the
     Certificateholders and the related Serviced Non-Trust Mortgage Loan
     Noteholder(s)), as a collective whole, on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders (or, if a Serviced Loan Combination is involved, to
     the Certificateholders and the related Serviced Non-Trust Mortgage Loan
     Noteholder(s)), as a collective whole, to be performed at the related
     Mortgage Rate(s)) to acquire title to or possession of the Mortgaged
     Property and to take such actions as are necessary to bring the Mortgaged
     Property into compliance therewith in all material respects; and

               (ii) there are no circumstances or conditions present at the
     Mortgaged Property relating to the use, management or disposal of Hazardous
     Materials for which investigation, testing, monitoring, containment,
     clean-up or remediation could be required under any applicable
     environmental laws and regulations or, if such circumstances or conditions
     are present for which any such action could reasonably be expected to be
     required, that it would (taking into account the coverage provided under
     any related Environmental Insurance Policy) maximize the recovery on the
     related Serviced Mortgage Loan to the Certificateholders (or, if a Serviced
     Loan Combination is involved, to the Certificateholders and the related
     Serviced Non-Trust Mortgage Loan Noteholder(s)), as a collective whole, on
     a present value basis (the relevant discounting of anticipated collections
     that will be distributable to Certificateholders (or, if a Serviced Loan
     Combination is involved, to the Certificateholders and the related Serviced
     Non-Trust Mortgage Loan Noteholder(s)), as a collective whole, to be
     performed at the related Mortgage Rate(s)) to acquire title to or
     possession of the Mortgaged Property and to take such actions with respect
     to the affected Mortgaged Property.

          The Special Servicer shall, in good faith, undertake reasonable
efforts to make the determination referred to in the preceding paragraph and
may, absent manifest error, conclusively rely on the Environmental Assessment
referred to above in making such determination. The cost of any such


                                      -185-




Environmental Assessment shall be covered by, and reimbursable as, a Servicing
Advance; and if any such Environmental Assessment so warrants, the Special
Servicer shall perform or cause to be performed such additional environmental
testing as it deems necessary and prudent to determine whether the conditions
described in clauses (i) and (ii) of the preceding paragraph have been satisfied
(the cost of any such additional testing also to be covered by, and reimbursable
as, a Servicing Advance). The cost of any remedial, corrective or other further
action contemplated by clause (i) and/or clause (ii) of the preceding paragraph,
shall be payable out of the Pool Custodial Account pursuant to Section 3.05(a)
(or with respect to a Serviced Loan Combination, first out of the related Loan
Combination Custodial Account pursuant to Section 3.05A, and then out of the
Pool Custodial Account), and to the extent the funds in the Pool Custodial
Account and/or the related Loan Combination Custodial Account are insufficient,
such cost shall be advanced by the Master Servicer, subject to Section 3.11(h).
If and to the extent funds become available that would otherwise be
distributable to the related Non-Trust Mortgage Loan Noteholder(s), any such
cost that was paid out of the Custodial Account shall be reimbursed from such
available funds in accordance with the terms and provisions of the related
Co-Lender Agreement.

          (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Serviced Mortgage Loan, the Special Servicer shall
take such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Serviced Loan Combination is involved, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), subject to Section 3.27 and/or Section 6.11, in each case
if and as applicable, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage.

          (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee and, if a Serviced Loan Combination is involved, the
related Serviced Non-Trust Mortgage Loan Noteholder(s), monthly in writing as to
any actions taken by the Special Servicer with respect to any Mortgaged Property
that represents security for a Specially Serviced Mortgage Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of all such conditions and release of the lien of the related
Mortgage on such Mortgaged Property.

          (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, with respect to any Specially Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if
the state in which the related Mortgaged Property is located and the terms of
the affected Serviced Mortgage Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

          (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Serviced Mortgage Loan
required by Section 6050H of the Code and the reports of foreclosures and
abandonments of any Mortgaged Property (other than any Mortgaged Property that
secures an Outside Serviced Trust Mortgage Loan) and the information returns
relating to cancellation


                                      -186-




of indebtedness income with respect to any Mortgaged Property required by
Sections 6050J and 6050P of the Code. Such reports shall be in form and
substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.

          (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Specially Serviced Mortgage Loan or
Administered REO Property, it shall promptly notify the Trustee, the Master
Servicer and, if a Serviced Loan Combination is involved, the related Serviced
Non-Trust Mortgage Loan Noteholder(s). The Special Servicer shall maintain
accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Serviced Loan Combination is
involved, the related Serviced Non-Trust Mortgage Loan Noteholder(s), no later
than the seventh Business Day following such Final Recovery Determination.

          (i) Notwithstanding anything to the contrary herein, in the related
loan documents or in the Guaranty Agreements, in the case of the Trust Mortgage
Loan secured by the Mortgaged Property identified on the Trust Mortgage Loan
Schedule as Westfield Southlake, with respect to (i) the Primary Guaranty
Agreement dated as of December 20th, 2007 (the "Primary Guaranty Agreement"),
made by H.M. Centre Investors, L.P. (defined therein as the "Primary Guarantor")
in favor of Lehman Bank FSB, and (ii) the Secondary Guaranty Agreement dated as
of December 20th, 2007 (the "Secondary Guaranty Agreement"; and, together with
the Primary Guaranty Agreement and any replacement of the Primary Guaranty
Agreement and/or the Secondary Guaranty Agreement, the "Guaranty Agreements"),
made by OBM Centre Investors, L.P. (together with certain other specified
parties defined therein collectively as the "Secondary Guarantor") in favor of
Lehman Bank FSB, none of the Master Servicer, the Special Servicer or the
Trustee shall enforce any rights that the Trustee may have under the Guaranty
Agreements or against the Primary Guarantor or the Secondary Guarantor or
collect or otherwise accept any amounts due under the Guaranty Agreements or
from the Primary Guarantor or the Secondary Guarantor; provided, that the
Trustee shall, to the extent permitted under the terms of the Guaranty
Agreements, assign any rights it may have under the Guaranty Agreements to any
entity or Person that purchases, repurchases or otherwise acquires such Trust
Mortgage Loan, in the form of a Permitted Purchase or otherwise, from the Trust
Fund.

          SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage
                        Files.

          (a) Upon the payment in full of any Serviced Mortgage Loan, or the
receipt by the Master Servicer or the Special Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Master Servicer or the Special Servicer shall promptly notify the Trustee and
any related Custodian (and, in the case of a Serviced Non-Trust Mortgage Loan,
the related Serviced Non-Trust Mortgage Loan Noteholder) by a certification
(which certification shall be in the form of a Request for Release in the form
of Exhibit D-1 attached hereto and shall be accompanied by the form of a release
or discharge and shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the applicable Custodial Account pursuant to Section 3.04(a) or
Section 3.04A(a), as applicable, have been or will be so deposited) of a
Servicing Officer (a copy of which certification shall be delivered to the
Special Servicer) and shall request delivery to it of the related Mortgage File
and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the
Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such
certification and request, the Trustee shall release, or cause any related


                                      -187-




Custodian to release, the related Mortgage File (and, in the case of a Serviced
Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust
Mortgage Loan Noteholder to release the Mortgage Note for such Serviced
Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall
deliver to the Master Servicer or Special Servicer, as applicable, such release
or discharge, duly executed. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or any Custodial Account.

          (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special
Servicer shall otherwise require any Mortgage File (or any portion thereof) (or
the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the
Trustee, upon request of the Master Servicer and receipt from the Master
Servicer of a Request for Release in the form of Exhibit D-1 attached hereto
signed by a Servicing Officer thereof, or upon request of the Special Servicer
and receipt from the Special Servicer of a Request for Release in the form of
Exhibit D-2 attached hereto, shall release, or cause any related Custodian to
release, such Mortgage File (or such portion thereof) (and, in the case of a
Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced
Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note
for such Non-Trust Mortgage Loan) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or such portion
thereof) to the Trustee or related Custodian (and, if applicable, such original
Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced
Non-Trust Mortgage Loan Noteholder), or the delivery to the Trustee (and, if
applicable, to the related Serviced Non-Trust Mortgage Loan Noteholder) of a
certificate of a Servicing Officer of the Special Servicer stating that such
Serviced Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the related Custodial Account pursuant to Section 3.04(a) or Section
3.04A(a), as applicable, have been or will be so deposited, or that the related
Mortgaged Property has become an REO Property, the Request for Release shall be
released by the Trustee or related Custodian to the Master Servicer or the
Special Servicer, as applicable. If the Master Servicer or the Special Servicer
requires the original Mortgage Note or any other document that constitutes part
of a Mortgage File for any Trust Mortgage Loan, then (unless such document is to
be delivered to outside legal counsel) such documents shall be maintained in a
manner consistent with the Servicing Standard.

          (c) Within seven (7) Business Days (or within such shorter period (but
no less than three (3) Business Days) as execution and delivery can reasonably
be accomplished if the Special Servicer notifies the Trustee and, in the case of
a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s) of an exigency) of the Special Servicer's request therefor, the
Trustee shall execute and deliver to the Special Servicer (or the Special
Servicer may execute and deliver in the name of the Trustee (on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, with respect to any Serviced Mortgage Loan, any court pleadings,
requests for trustee's sale or other documents stated by the Special Servicer to
be reasonably necessary to the foreclosure or trustee's sale in respect of the
related Mortgaged Property or to any legal action brought to obtain judgment
against any Mortgagor on the related Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
related Mortgage Note or Mortgage or otherwise available at law or in equity or
to defend any legal action or counterclaim filed against the Trust Fund, the
Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust
Mortgage Loan Noteholder. Together with such documents or


                                      -188-




pleadings, the Special Servicer shall deliver to the Trustee (and, if
applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a
certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan
Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale. Notwithstanding anything contained herein to the contrary,
neither the Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity, or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state.

          (d) If from time to time, pursuant to the terms of the related
Co-Lender Agreement and the related Outside Servicing Agreement, and as
appropriate for enforcing the terms of any Outside Serviced Trust Mortgage Loan,
any related Outside Servicer or the appropriate Non-Trust Mortgage Loan
Noteholder requests delivery to it of the original Mortgage Note for such
Outside Serviced Trust Mortgage Loan, then the Trustee shall release or cause
the release of such original Mortgage Note to the requesting party or its
designee. In connection with the release of the original Mortgage Note for any
Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence,
the Trustee shall obtain such documentation (such as a custodial receipt) as is
appropriate to evidence the holding by the related Outside Servicer or the
appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for
the benefit of the Trustee.

          SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain
                        Matters Regarding Servicing Advances.

          (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each Trust
Mortgage Loan, each REO Trust Mortgage Loan, each Serviced Non-Trust Mortgage
Loan and any successor REO Mortgage Loan with respect to a Serviced Non-Trust
Mortgage Loan. As to each such Mortgage Loan and REO Mortgage Loan, the Master
Servicing Fee shall: (i) accrue from time to time at the related Master
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any such Mortgage Loan or REO Mortgage Loan on a date that is not a Due Date,
on the basis of the actual number of days to elapse from and including the most
recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Event in a month consisting of 30 days). The Master
Servicing Fee with respect to any such Mortgage Loan or REO Mortgage Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. Earned but
unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan basis,
from payments of interest on each such Mortgage Loan and REO Revenues allocable
as interest on each such REO Mortgage Loan. The Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any such Mortgage
Loan or REO Mortgage Loan out of that portion of related Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a) or Section 3.05A, as
applicable, and in the case of a Trust Mortgage Loan or an REO Trust Mortgage
Loan, out of such other amounts as may be permitted by Section 3.05(a). In no
event shall any Master


                                      -189-




Servicing Fee earned with respect to any Serviced Subordinate Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto be payable out of
any amounts allocable to any more senior Mortgage Loan or REO Mortgage Loan that
is part of the related Serviced Loan Combination. The right to receive the
Master Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.

          (b) Additional master servicing compensation, in the form of the items
set forth in clauses (i) through (iii) below in this paragraph, shall be
retained by the Master Servicer or promptly paid to the Master Servicer by the
Special Servicer and such additional master servicing compensation is not
required to be deposited in any Custodial Account: (i) Net Default Charges,
charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds, and any similar fees (excluding Prepayment
Premiums and Yield Maintenance Charges), in each case to the extent actually
paid by a Mortgagor with respect to any Serviced Mortgage Loan (or, in the case
of Net Default Charges, any Serviced Trust Mortgage Loan) and accrued during the
time that such Serviced Mortgage Loan (or, in the case of Net Default Charges,
such Serviced Trust Mortgage Loan) was a Performing Serviced Mortgage Loan (or,
in the case of Net Default Charges, a Performing Serviced Trust Mortgage Loan),
and any Net Default Charges Received by the Trust with respect to an Outside
Serviced Trust Mortgage Loan; (ii) 100% (or, if the consent of the Special
Servicer is required with respect to the subject action, 50%) of each
modification fee, extension fee or other similar fee actually paid by a
Mortgagor with respect to a modification, consent, extension, waiver, amendment,
encumbrance of the related Mortgaged Property or similar action agreed to by the
Master Servicer pursuant to Section 3.20(c) or Section 3.08(c), and 100% of any
fee actually paid by a Mortgagor in connection with a defeasance of a Serviced
Mortgage Loan as contemplated under Section 3.20; and (iii) with respect to any
Performing Serviced Mortgage Loan, 50% of any and all assumption fees, 100% of
any and all assumption application fees (or, if (x) the Master Servicer enters
into an assumption or substitution agreement pursuant to Section 3.08(a) and the
related loan documents do not provide for an assumption fee in connection
therewith, or (y) the proposed transfer or assumption under Section 3.08(a) is
approved and/or processed but does not occur or (z) the proposed transfer or
assumption under Section 3.08(a) is not approved or is denied and does not occur
and, additionally, in the case of (x), (y) and (z), assumption application fees
are paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees) and other applicable fees, actually paid by a Mortgagor in
accordance with the related loan documents with respect to any assumption or
substitution agreement entered into by the Master Servicer on behalf of the
Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section
3.08(a) or paid by a Mortgagor with respect to any transfer of an interest in a
Mortgagor pursuant to Section 3.08(a). The Master Servicer shall also be
entitled to additional master servicing compensation in the form of (i)
Prepayment Interest Excesses Received by the Trust with respect to the Trust
Mortgage Loans; (ii) interest or other income earned on deposits in the
Custodial Accounts in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such account for each
related Investment Period); and (iii) to the extent not required to be paid to
any Mortgagor under applicable law, any interest or other income earned on
deposits in the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each related Investment
Period).

          The parties hereto acknowledge that, with regard to each Outside
Serviced Trust Mortgage Loan, as and to the extent provided in the related
Outside Servicing Agreement and/or the


                                      -190-




related Co-Lender Agreement, as applicable, amounts in the nature of the
foregoing may be payable to one of the related Outside Servicers, and there can
be no assurance that any related Prepayment Interest Excesses and/or Default
Charges shall be Received by the Trust with respect to an Outside Serviced Trust
Mortgage Loan.

          (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property. With respect to each Specially Serviced Mortgage Loan
and each REO Mortgage Loan that relates to an Administered REO Property, the
Special Servicing Fee shall: (i) accrue from time to time at the Special
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any Specially Serviced Mortgage Loan or REO Mortgage Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event, in a month consisting of 30
days and, in the case of any other partial period that does not run from one Due
Date through and including the day immediately preceding the next Due Date, on
the basis of the actual number of days in such period in a month consisting of
30 days). The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Mortgage Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees in respect of Specially Serviced
Trust Mortgage Loans and, to the extent they relate to Administered REO
Properties, REO Trust Mortgage Loans shall be payable monthly out of general
collections on the Mortgage Pool on deposit in the Pool Custodial Account, to
the extent permitted by Section 3.05(a). In addition, earned but unpaid Special
Servicing Fees in respect of a Serviced Loan Combination consisting of Specially
Serviced Mortgage Loans or REO Mortgage Loans shall be payable out of
collections on such Loan Combination on deposit in the applicable Loan
Combination Custodial Account, to the extent permitted pursuant to Section 3.05A
and the related Co-Lender Agreement, and, with respect to any Serviced
Combination Trust Mortgage Loan that constitutes a Specially Serviced Mortgage
Loan or REO Mortgage Loan, out of collections on deposit in the Pool Custodial
Account, to the extent permitted pursuant to Section 3.05.

          As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, subject to the
second following paragraph, the Workout Fee shall be payable from, and shall be
calculated by application of the Workout Fee Rate to, all collections of
principal, interest (other than any Default Interest, Additional Interest and
Excess Defeasance Deposit Proceeds), Prepayment Premiums and/or Yield
Maintenance Charges received on the subject Serviced Mortgage Loan for so long
as it remains a Corrected Mortgage Loan; provided that no Workout Fee shall be
payable from, or based upon the receipt of, Liquidation Proceeds collected in
connection with a Permitted Purchase, or out of any Loss of Value Payments,
Insurance Proceeds or Condemnation Proceeds. The Workout Fee with respect to any
Corrected Mortgage Loan will cease to be payable if such Corrected Mortgage Loan
again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged
Property becomes an REO Property; provided that a new Workout Fee will become
payable if and when the particular Serviced Mortgage Loan again becomes a
Corrected Mortgage Loan. If the Special Servicer is terminated or removed (other
than for cause) or resigns in accordance with the first sentence of the first
paragraph of Section 6.04, it shall retain the right to receive any and all
Workout Fees (and the successor


                                      -191-




Special Servicer (including the Trustee if it is the successor Special Servicer
as provided in the first paragraph of Section 7.02) shall not be entitled to any
portion of such Workout Fees) that are payable in respect of:

               (i) each Mortgage Loan that became a Corrected Mortgage Loan
     during the period that the terminated, removed or resigning Special
     Servicer acted as Special Servicer and was still such at the time of such
     termination, removal or resignation; and

               (ii) each Mortgage Loan that would have been a "Corrected
     Mortgage Loan" at the time of such termination, removal or resignation but
     for the payment (in accordance with clause (w) of the definition of
     "Specially Serviced Mortgage Loan") by the related Mortgagor of the three
     consecutive full and timely Monthly Payments under the terms of such
     Serviced Mortgage Loan (as such terms may have been changed or modified in
     connection with a bankruptcy or similar proceeding involving the related
     Mortgagor or by reason of a modification, extension, waiver or amendment
     granted or agreed to by the Master Servicer or the Special Servicer
     pursuant to Section 3.20), but only if such three consecutive full and
     timely Monthly Payments are in fact made within three months of such
     termination, removal or resignation;

in each case until the Workout Fee for any such Serviced Mortgage Loan ceases to
be payable in accordance with the preceding sentence.

          As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
each Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and Administered REO Property as to which it
receives Net Liquidation Proceeds. As to each such Specially Serviced Mortgage
Loan or Administered REO Property, subject to the following paragraph, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such
Net Liquidation Proceeds (exclusive of any portion of such payoff or proceeds
that represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable (i) with respect to any Specially Serviced
Mortgage Loan that becomes a Corrected Mortgage Loan or (ii) from, or based upon
the receipt of, Liquidation Proceeds collected in connection with the
acquisition of any Specially Serviced Mortgage Loan or REO Property by all the
Certificateholders (acting together) in exchange for all the Certificates
pursuant to Section 9.01 or the purchase of any Specially Serviced Trust
Mortgage Loan by a Purchase Option Holder pursuant to Section 3.18 (provided,
however, that a Liquidation Fee will be paid in connection with the purchase of
a Specially Serviced Trust Mortgage Loan at its FV Price as determined in
Section 3.18, if such purchase is by an assignee of either a Holder of a
Certificate of the Controlling Class or the Special Servicer, such assignee is
not an Affiliate of a Holder of a Certificate of the Controlling Class or the
Special Servicer, such assignment is for no material consideration, and such
purchase occurs or purchase right is exercised more than 90 days from the date
that the Special Servicer has initially determined the FV Price of the related
Mortgage Loan), by the Special Servicer, a Controlling Class Certificateholder,
the Master Servicer, the Depositor or Lehman Brothers pursuant to Section 9.01,
by a Non-Trust Mortgage Loan Noteholder or its designee pursuant to the related
Co-Lender Agreement (unless such purchase occurs after the expiration of 60 days
from the date such Non-Trust Mortgage Loan Noteholder's right to purchase such
Specially Serviced Trust Mortgage Loan arose under such Co-Lender Agreement and
such Liquidation Fee is


                                      -192-




actually paid), by the Depositor pursuant to Section 2.03 or by or on behalf of
an Unaffiliated Mortgage Loan Seller pursuant to the applicable UMLS/Depositor
Mortgage Loan Purchase Agreement in connection with a Material Document Defect
or a Material Breach (in either such case, prior to the expiration of the
Seller/Depositor Resolution Period), by the Depositor pursuant to Section 2.03
or by or on behalf of an Unaffiliated Mortgage Loan Seller pursuant to the
applicable UMLS/Depositor Mortgage Loan Purchase Agreement in connection with
the defeasance of an Early Defeasance Trust Mortgage Loan prior to the second
anniversary of the Closing Date, or by the holder of a related mezzanine loan
pursuant to a purchase right in connection with a Mortgage Loan default as set
forth in the related intercreditor agreement (unless a Liquidation Fee is
specifically required to be paid in connection with such purchase and is
actually paid pursuant to the subject intercreditor agreement; provided that, if
the subject intercreditor agreement provides, in substance, that a Liquidation
Fee is payable if and to the extent such fee is payable under this Agreement,
then such Liquidation Fee shall be payable hereunder if such purchase occurs
after the expiration of 60 days from the date the right to purchase arises under
such mezzanine intercreditor agreement and if such fee is actually paid; and
provided, further, that, if the Master Servicer or Special Servicer, as
applicable, consents subsequent to the Closing Date to the incurrence by the
principal(s) of a Mortgagor under a Trust Mortgage Loan of mezzanine financing
in accordance with the related loan documents and enters into an intercreditor
agreement, such servicer (to the extent it is permitted to do so under the
related loan documents and applicable law and in accordance with the Servicing
Standard) shall require the related mezzanine lender to pay a Liquidation Fee in
connection with any purchase right that arises upon a Mortgage Loan default in
the event such purchase occurs after the expiration of 60 days from the date the
right to purchase arises under such mezzanine intercreditor agreement) or (iii)
from, or based upon the receipt or application of, Loss of Value Payments; and
provided, further, that, in connection with any purchase by the Depositor
pursuant to Section 2.03 or by or on behalf of an Unaffiliated Mortgage Loan
Seller pursuant to the applicable UMLS/Depositor Mortgage Loan Purchase
Agreement in connection with a Material Document Defect or a Material Breach (in
either case, subsequent to the expiration of the Seller/Depositor Resolution
Period), the Liquidation Fee shall equal 1% of the Stated Principal Balance of
the repurchased Trust Mortgage Loan (or, if an REO Property is being
repurchased, 1% of the Stated Principal Balance of the related REO Trust
Mortgage Loan).

          Notwithstanding the foregoing, any Workout Fee and/or Liquidation Fee
payable in accordance with the two preceding paragraphs with respect to Mortgage
Loans or REO Mortgage Loans that comprise a Serviced Loan Combination shall be
paid from collections received on such Loan Combination on deposit in the
applicable Loan Combination Custodial Account, to the extent permitted pursuant
to Section 3.05A and the related Co-Lender Agreement; provided that in no event
shall any Special Servicing Fee, Workout Fee or Liquidation Fee earned with
respect to any Serviced Subordinate Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with respect thereto be payable out of any amounts allocable to
any more senior Mortgage Loan or REO Mortgage Loan that is part of the related
Serviced Loan Combination.

          Notwithstanding anything to the contrary herein, a Liquidation Fee and
a Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds with respect to such Mortgage Loan.

          Notwithstanding anything to the contrary herein, the Special Servicer
shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation
Fees with respect to any Mortgage Loan or


                                      -193-




REO Mortgage Loan or comparable deemed mortgage loan comprising an Outside
Serviced Loan Combination.

          The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

          (d) Additional special servicing compensation in the form of the items
set forth below in clauses (i) through (vi) below shall be retained by the
Special Servicer or promptly paid to the Special Servicer by the Master
Servicer, as the case may be, and shall not be required to be deposited in any
Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a): (i) Net
Default Charges actually collected with respect to any Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto that accrued
while the subject loan was a Specially Serviced Trust Mortgage Loan or an REO
Trust Mortgage Loan; (ii) with respect to any Specially Serviced Mortgage Loan,
100% of any and all assumption fees, assumption application fees and other
applicable fees, actually paid by a Mortgagor in accordance with the related
loan documents, with respect to any assumption or substitution agreement entered
into by the Special Servicer on behalf of the Trust (or, in the case of a
Serviced Loan Combination, on behalf of the Trust and the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(b) or paid by a
Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to
Section 3.08(b); (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption fees actually paid by a Mortgagor in accordance
with the related loan documents, with respect to any assumption or substitution
agreement entered into by the Master Servicer on behalf of the Trust (or, in the
case of a Serviced Loan Combination, on behalf of the Trust and the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(a) or
paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a); (iv) with respect to any Performing Serviced
Mortgage Loan, if (x) the Master Servicer enters into an assumption or
substitution agreement pursuant to Section 3.08(a) and the related loan
documents do not provide for an assumption fee in connection therewith or (y)
the proposed transfer or assumption under Section 3.08(a) is approved and/or
processed but does not occur or (z) the proposed transfer or assumption under
Section 3.08(a) is not approved or is denied and does not occur and,
additionally, in the case of (x), (y) and (z), assumption application fees are
paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees; (v) with respect to any Performing Serviced Mortgage Loan, if
the consent of the Special Servicer is required with respect to the subject
action, 50% of each modification fee, extension fee or other similar fee
actually paid by a Mortgagor with respect to a modification, consent, extension,
waiver, amendment, encumbrance of the related Mortgaged Property or similar
action agreed to by the Master Servicer pursuant to Section 3.20(c) or Section
3.08(c); and (vi) any and all other modification fees, consent fees, extension
fees and similar fees actually collected on the Serviced Mortgage Loans that are
not otherwise payable to the Master Servicer as additional master servicing
compensation pursuant to Section 3.11(b). The Special Servicer shall also be
entitled to additional special servicing compensation in the form of interest or
other income earned on deposits in any REO Account, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for each related Investment
Period).

          (e) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any amounts due
and owing to any of its Sub-Servicers and the premiums for any blanket policy or
the standby fee or similar premium for any master force placed policy obtained
by it insuring


                                      -194-




against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of any of the Custodial Accounts or, in
the case of the Special Servicer, any of the REO Accounts, and neither the
Master Servicer nor the Special Servicer shall be entitled to reimbursement for
such expenses except as expressly provided in this Agreement.

          (f) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but it does not do so
within 15 days after such Advance is required to be made, the Trustee shall, if
it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure to, as
applicable, the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three (3) Business Days after such notice is given to the
Master Servicer or the Special Servicer, as the case may be, then (subject to
Section 3.11(h)) the Trustee shall make such Servicing Advance. If the Trustee
fails to make any Servicing Advance required to be made under this Agreement,
then (subject to Section 3.11(h)) the Fiscal Agent, if any, shall make such
Servicing Advance within one (1) Business Day of such failure by the Trustee
and, if so made, the Trustee shall be deemed not to be in default under this
Agreement.

          (g) The Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) first, in
accordance with Sections 3.05(a) and 3.26, out of any Default Charges on deposit
in the Pool Custodial Account that were collected on or in respect of the
particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
Servicing Advance relates (provided that such Default Charges will only be
applied to pay interest accrued on such Servicing Advance through the date that
such Default Charges were received); and (ii) then, if and to the extent that
such Default Charges are insufficient to cover such interest, but not before the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Trust Mortgage Loans and REO Trust Mortgage Loans on deposit
in the Pool Custodial Account; provided that, if such Servicing Advance was made
with respect to a Serviced Loan Combination or any related Mortgaged Property,
then such interest shall first be payable out of amounts on deposit in the
related Loan Combination Custodial Account in accordance with Section 3.05A and
the related Co-Lender Agreement. The Master Servicer shall reimburse itself, the
Special Servicer, the Trustee or any Fiscal Agent, as appropriate, in accordance
with Section 3.03, Section 3.05(a) or Section 3.05A, as applicable, for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made Servicing Advance is a
Nonrecoverable Servicing Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately, any of the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable,
may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12 months
or such longer period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such Servicing Advance will
accrue interest at the Reimbursement Rate in effect from time to time. At any
time after such a determination to obtain reimbursement over time in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the
Trustee or any Fiscal Agent, as applicable, may, in its sole discretion, decide
to obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Servicing Advance over time, or not to do so, benefits some
Classes of Certificateholders to the detriment of other Classes shall not
constitute a violation of the Servicing Standard by the Master Servicer, or a
breach of


                                      -195-




any fiduciary duty owed to the Certificateholders by the Trustee or a Fiscal
Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

          (h) Notwithstanding anything herein to the contrary, none of the
Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent shall be
required to make out of its own funds any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by the Master
Servicer or the Special Servicer that it has made (or, in the case of the
Special Servicer, that the Master Servicer, the Trustee or a Fiscal Agent has
made) a Nonrecoverable Servicing Advance or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the Servicing Standard and shall be evidenced by an Officer's
Certificate delivered promptly to the Trustee and the Depositor (and, in the
case of a Servicing Advance with respect to a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s)), setting forth the basis for such
determination, together with a copy of any appraisal of the related Mortgaged
Property or REO Property, as the case may be (which appraisal shall be an
expense of the Trust, shall take into account the factors specified in Section
3.18 and shall have been conducted by an Independent Appraiser in accordance
with the standards of the Appraisal Institute within the 12 months preceding
such determination of nonrecoverability), and further accompanied by related
Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession) and any engineers' reports,
environmental surveys or similar reports that the Master Servicer or the Special
Servicer may have obtained and that support such determination. If the Master
Servicer intends to obtain an appraisal in connection with the foregoing, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. In determining whether any Servicing
Advance constitutes a Nonrecoverable Servicing Advance, the Master Servicer and
the Special Servicer shall each be entitled to consider (among other things) the
obligations of the related Mortgagor under the terms of the related Mortgage
Loan (as such terms may have been modified), to consider (among other things)
the related Mortgaged Property in its "as is" or then current condition and with
its then current occupancies, all as modified by such party's reasonable
assumptions (consistent with the Servicing Standard) regarding the possibility
and effects of future adverse change with respect to the related Mortgaged
Property, to estimate and consider (among other things) future expenses and to
estimate and consider (among other things) the timing of recoveries. In
addition, the Master Servicer or the Special Servicer may update or change its
recoverability determination at any time with respect to any Servicing Advance,
and the Master Servicer may obtain from the Special Servicer any analysis,
appraisals or market value estimates or other information in the possession of
the Special Servicer for purposes of determining whether a Servicing Advance is
a Nonrecoverable Servicing Advance. The Trustee and any Fiscal Agent shall be
entitled to rely, conclusively, on any determination by the Master Servicer (and
the Trustee, any Fiscal Agent and the Master Servicer shall rely on any
determination by the Special Servicer) that a Servicing Advance, if made, would
be a Nonrecoverable Servicing Advance; provided, however, that if the Master
Servicer or the Special Servicer has failed to make a Servicing Advance for
reasons other than a determination by the Master Servicer or the Special
Servicer, as applicable, that such Servicing Advance would be a Nonrecoverable
Advance, the Trustee or any Fiscal Agent, as applicable, shall make such
Servicing Advance within the time periods required by Section 3.11(f) unless the
Trustee or such Fiscal Agent, in good faith, makes a determination that such
Servicing Advance would be a Nonrecoverable Advance.

          (i) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an Administered


                                      -196-




REO Property is involved) pay directly out of the Pool Custodial Account and/or
(if a Serviced Loan Combination is involved) the related Loan Combination
Custodial Account, in accordance with Section 3.05(a) or Section 3.05A, as
applicable, any servicing expense that, if advanced by the Master Servicer or
the Special Servicer, would constitute a Nonrecoverable Servicing Advance;
provided that the Master Servicer (or the Special Servicer, if a Specially
Serviced Mortgage Loan or an Administered REO Property is involved) has
determined in accordance with the Servicing Standard that making such payment,
in the case of withdrawals from a Loan Combination Custodial Account, is in the
best interests of the Certificateholders and the related Serviced Non-Trust
Mortgage Loan Noteholder (as a collective whole), or, in the case of withdrawals
from the Pool Custodial Account, is in the best interests of the
Certificateholders (as a collective whole), as evidenced in each case by an
Officer's Certificate delivered promptly to the Trustee, the Depositor, the
Controlling Class Representative and any affected Serviced Non-Trust Mortgage
Loan Noteholder(s), setting forth the basis for such determination and
accompanied by any information that such Person may have obtained that supports
such determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be promptly delivered to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer. The Master Servicer may, absent manifest error, conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).

          SECTION 3.12. Property Inspections; Collection of Financial
                        Statements; Delivery of Certain Reports.

          (a) The Special Servicer shall perform or cause to be performed a
physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan
as soon as practicable after such Serviced Mortgage Loan becomes a Specially
Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan
remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by
the Master Servicer, at the direction of the Special Servicer, and shall be
reimbursable as a Servicing Advance. In addition, the Special Servicer shall
perform or cause to be performed a physical inspection of each of the
Administered REO Properties at least once per calendar year, the cost of which
shall be paid by the Master Servicer, at the direction of the Special Servicer,
and shall be reimbursable as a Servicing Advance. Beginning in 2009, the Master
Servicer shall at its expense perform or cause to be performed a physical
inspection of each Mortgaged Property securing a Performing Serviced Mortgage
Loan: (i) at least once every two calendar years in the case of Mortgaged
Properties securing Performing Serviced Mortgage Loans that have outstanding
principal balances of (or Mortgaged Properties having allocated loan amounts of)
$2,000,000 or less; and (ii) at least once every calendar year in the case of
all other such Mortgaged Properties; provided that, the Master Servicer will not
be required to perform or cause to be performed an inspection on a Mortgaged
Property if such Mortgaged Property has been inspected by the Master Servicer or
the Special Servicer in the preceding six (6) months. The Master Servicer and
the Special Servicer shall each promptly prepare or cause to be prepared and
deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan
Combination) and each other a written report of each such inspection performed
by it that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any


                                      -197-




such inspection reports prepared by it to the Underwriters, the Controlling
Class Representative and the Serviced Non-Trust Mortgage Loan Noteholders, upon
request, subject to payment of a reasonable fee.

          The Special Servicer, in the case of each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO Property,
and the Master Servicer, in the case of each Performing Serviced Mortgage Loan,
shall each, consistent with the Servicing Standard, use reasonable efforts to
obtain quarterly, annual and other periodic operating statements and rent rolls
with respect to each of the related Mortgaged Properties and REO Properties. In
addition, with respect to the Chevy Chase Center Trust Mortgage Loan, the Master
Servicer shall make written requests therefor in accordance with Section
8.15(s). The Special Servicer shall, promptly following receipt, deliver copies
of the operating statements and rent rolls received or obtained by it to the
Master Servicer. The Master Servicer shall promptly deliver copies of the
operating statements and rent rolls received or obtained by it (including
pursuant to the preceding sentence) to the Trustee, the Special Servicer, any
related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged
Property secures a Serviced Loan Combination) or any Controlling Class
Certificateholder, in each case upon request.

          Within 30 days after receipt by the Master Servicer or Special
Servicer, as applicable, of any annual operating statements with respect to any
Mortgaged Property (other than a Mortgaged Property that secures an Outside
Serviced Loan Combination) or Administered REO Property, the Master Servicer
(with respect to a Mortgaged Property that secures a Serviced Mortgage Loan) and
the Special Servicer (with respect to an Administered REO Property) shall
prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for
such Mortgaged Property or Administered REO Property (with, upon request, the
annual operating statements attached thereto as an exhibit); provided, that
solely with respect to a Mortgaged Property that secures a Specially Serviced
Mortgage Loan, the Master Servicer shall prepare such CMSA NOI Adjustment
Worksheet based upon information gathered by itself and the Special Servicer.

          The Master Servicer, with respect to a Mortgaged Property that secures
a Serviced Mortgage Loan, and the Special Servicer, with respect to an
Administered REO Property, shall prepare and maintain one CMSA Operating
Statement Analysis Report for each such Mortgaged Property and Administered REO
Property; provided, that solely with respect to a Mortgaged Property that
secures a Specially Serviced Mortgage Loan, the Master Servicer shall prepare
such CMSA Operating Statement Analysis Report based upon information gathered by
itself and the Special Servicer. The CMSA Operating Statement Analysis Report
for each such Mortgaged Property and REO Property is to be updated by the Master
Servicer or Special Servicer, as applicable, within 30 days after its receipt of
updated operating statements for a Mortgaged Property or REO Property, as the
case may be. The Master Servicer or Special Servicer, as applicable, shall use
the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged
Property or REO Property, as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any Mortgaged Property or REO Property, as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets (as well as any comparable items received with respect to an Outside
Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by
the Master Servicer or the Special Servicer, as applicable, to each other, the
Trustee and any Controlling Class Certificateholder, in each case upon request.


                                      -198-




          (b) Not later than 12:00 p.m. (New York City time) on the Business Day
after each Trust Determination Date, the Special Servicer shall deliver or cause
to be delivered to the Master Servicer the following reports with respect to the
Specially Serviced Trust Mortgage Loans and any Administered REO Properties and,
to the extent that the subject information relates to when they were Specially
Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage
Loans, providing the required information as of the related Determination Date:
(A) a CMSA Special Servicer Loan File; and (B) a CMSA Servicer Realized Loss
Template.

          (c) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee and, upon request, to the Depositor, the Underwriters and the
Special Servicer, by electronic transmission (or in such other form to which the
Trustee or the Depositor, as the case may be, and the Master Servicer may
agree), an accurate and complete CMSA Loan Periodic Update File providing the
required information for the Trust Mortgage Loans and any REO Trust Mortgage
Loans as of the related Determination Date (or, in the case of an Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, as of the end of the related Underlying Collection Period). In
the case of information to be furnished by the Master Servicer to the Trustee
pursuant to this Section 3.12(c), insofar as such information is solely within
the control of the Special Servicer, the Master Servicer (if other than the
Special Servicer or an Affiliate thereof) shall have no obligation to provide
such information until it has received such information from the Special
Servicer, shall not be in default hereunder due to a delay in providing the CMSA
Loan Periodic Update File caused by the Special Servicer's failure to timely
provide any report required under this Agreement and may, absent actual
knowledge of an error therein, conclusively rely on the reports to be provided
by the Special Servicer. The Master Servicer may, absent manifest error,
conclusively rely on any information provided by the respective Mortgage Loan
Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File,
CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

          Not later than 4:00 p.m. (New York City time) on the first Business
Day prior to each Distribution Date, the Master Servicer shall deliver or cause
to be delivered to the Trustee, the Rating Agencies, the Special Servicer and,
upon request, any Controlling Class Certificateholder: (i) the most recent CMSA
Special Servicer Loan File and CMSA Servicer Realized Loss Template received
from the Special Servicer pursuant to Section 3.12(b); (ii) a CMSA Property
File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level
Reserve/LOC Report, CMSA Appraisal Reduction Template, CMSA Delinquent Loan
Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA REO Status Report, CMSA Comparative Financial Status Report, Loan
Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report
(in each case, if applicable, combining the reports prepared by the Special
Servicer and the Master Servicer) with information that is current as of the
related Determination Date with respect to each subject Trust Mortgage Loan
and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the
required information for the Trust Mortgage Loans and any REO Trust Mortgage
Loans as of the related Determination Date (or, in the case of an Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, as of the end of the related Underlying Collection Period).

          The Master Servicer shall incorporate in the foregoing reports
referred to above in this Section 3.12(c) any information and reports received
(by the date in the month of such Distribution Date that such information and
reports are scheduled to be received in accordance with the related Outside
Servicing Agreement) from the applicable Outside Servicer with respect to each
Outside Serviced Trust


                                      -199-




Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The
Master Servicer shall include on one of such reports updated information as of
the applicable Determination Date regarding the amount of accrued and unpaid
interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such
information to be presented on a loan-by-loan basis.

          (d) If the Master Servicer or the Special Servicer determines, in its
reasonable judgment, that information regarding the Trust Mortgage Loans and REO
Properties (in addition to the information otherwise required to be contained in
the CMSA Investor Reporting Package) should be disclosed to Certificateholders
and Certificate Owners, then the Master Servicer or, solely as to Specially
Serviced Mortgage Loans and Administered REO Properties, the Special Servicer,
shall so notify the Trustee, set forth such information in an additional report,
in a format reasonably acceptable to the Trustee and the Master Servicer and, if
applicable, the Special Servicer (the "Supplemental Report"), and deliver such
report to the Trustee upon preparation thereof or simultaneously with the
delivery of the Master Servicer's reports described in Section 3.12(c).

          (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder, the reports set forth in Section
3.12(c) in an electronic format reasonably acceptable to the Master Servicer and
the Trustee. The Master Servicer may, absent manifest error, conclusively rely
on the reports to be provided by the Special Servicer pursuant to Section
3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an
Outside Administered REO Property, by a related Outside Servicer pursuant to the
related Outside Servicing Agreement. The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.12(c) to the extent that the underlying information is solely
within the control of the Master Servicer or the Special Servicer, and the
Trustee shall not be responsible to recompute, recalculate or verify the
information provided to it by the Master Servicer. In the case of information or
reports to be furnished by the Master Servicer to the Trustee pursuant to
Section 3.12(c), if and to the extent that such information is based on reports
to be provided by the Special Servicer pursuant to Section 3.12(b) or by an
Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the
extent such reports are to be prepared and delivered by the Special Servicer
pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside
Servicing Agreement, then, so long as the Master Servicer and the party required
to provide the subject reports are not the same Person or Affiliates, the Master
Servicer shall have no obligation to provide such information or reports to the
Trustee until it has received such information or reports from the Special
Servicer or the relevant Outside Servicer, as applicable, and the Master
Servicer is entitled to conclusively rely on such information provided by the
Special Servicer or relevant Outside Servicer, as applicable. The Master
Servicer shall not be in default hereunder due to a delay in providing the
reports required by Section 3.12(c) caused by the Special Servicer's failure to
timely provide any report required under Section 3.12(b) of this Agreement, or
by an Outside Servicer's failure to provide any report required to be provided
to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to
the related Outside Servicing Agreement or the related Co-Lender Agreement, as
applicable.

          (f) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.12, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.


                                      -200-




          (g) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (i) physically delivering a paper copy of such
statement, report or information (ii) delivering such statement, report or
information in a commonly used electronic format or (iii) other than with
respect to a delivery by the Master Servicer to the Special Servicer or a
delivery by the Special Servicer to the Master Servicer, making such statement,
report or information available on such servicer's internet website and
delivering notice to the intended recipient of such availability and the
location of such website, unless this Agreement expressly specifies a particular
method of delivery.

          SECTION 3.12A. Preparation and Delivery of Certain Statements and
                         Reports to the Serviced Non-Trust Mortgage Loan
                         Noteholders.

          (a) The Master Servicer shall promptly deliver to each Serviced
Non-Trust Mortgage Loan Noteholder: (i) copies of operating statements and rent
rolls; (ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual
operating statements as exhibits); and (iii) annual CMSA Operating Statement
Analysis Reports, in each case prepared, received or obtained by it pursuant to
Section 3.12 with respect to the Mortgaged Property securing the related
Serviced Loan Combination.

          (b) If the Mortgage Loans forming a Serviced Loan Combination
constitute Specially Serviced Mortgage Loans, or if a Mortgaged Property
securing a Serviced Loan Combination has become an REO Property, then each
calendar month, not later than 10:00 a.m. (New York City time) on the second
Business Day prior to the applicable Loan Combination Master Servicer Remittance
Date in such month, the Special Servicer shall deliver or cause to be delivered
to the Master Servicer such of the following reports as may be relevant with
respect to such Serviced Loan Combination and/or the related Mortgaged Property:
(i) a CMSA Servicer Realized Loss Template; and (ii) a CMSA Special Servicer
Loan File.

          (c) Prior to 4:00 p.m. (or, in the case of a Serviced Non-Trust
Mortgage Loan that is part of a Non-Trust Mortgage Loan Securitization Trust,
2:00 p.m.) (New York City time) on each applicable Master Servicer Remittance
Date, the Master Servicer shall, with respect to each Serviced Loan Combination,
prepare all Loan Combination Servicing Reports as may be relevant and that are
not otherwise required to be prepared by the Special Servicer pursuant to
Section 3.12A(b). The Master Servicer shall also include on one of such reports
updated information as of the applicable Loan Combination Determination Date
regarding the amount of accrued and unpaid interest on Advances in accordance
with Section 3.11(g) and/or 4.03(d), such information to be presented on a
loan-by-loan basis.

          (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.12A(b). In the case of information or
reports to be furnished by the Master Servicer to a Serviced Non-Trust Mortgage
Loan Noteholder pursuant to Section 3.12A(f), to the extent that such
information is based on reports to be provided by the Special Servicer pursuant
to Section 3.12A(b) and/or that such reports are to be prepared and delivered by
the Special Servicer pursuant to Section 3.12A(b), so long as the Master
Servicer and the Special Servicer are not the same Person or Affiliates, the
Master Servicer shall have no obligation to provide such


                                      -201-




information or reports until it has received such information or reports from
the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12A(f) caused by
the Special Servicer's failure to timely provide any report required under
Section 3.12A(b) of this Agreement.

          (e) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.12A, including
the calculations made therein, shall be done in accordance with CMSA standards,
to the extent applicable thereto.

          (f) Not later than 4:00 p.m. (or, in the case of a Serviced Non-Trust
Mortgage Loan that is part of a Non-Trust Mortgage Loan Securitization Trust,
2:00 p.m.) (New York City time) on each related Master Servicer Remittance Date,
the Master Servicer shall forward or make available to the related Non-Trust
Mortgage Loan Noteholder(s) all related Loan Combination Servicing Reports
prepared with respect to each Serviced Loan Combination, pursuant to this
Section 3.12A, during the calendar month in which such Master Servicer
Remittance Date occurs.

          (g) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.12A(f) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.

          Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, a Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer or the
Special Servicer, as applicable, pursuant to this Agreement. Neither the Master
Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, a Mortgage
Loan Seller, a third party or each other.

          SECTION 3.13. Annual Statement as to Compliance.

          Each of the Trustee, the Master Servicer and the Special Servicer
shall deliver (or, in the case of the Trustee, make available), and shall cause
(or, in the case of the Master Servicer with respect to a Sub-Servicer
identified on Exhibit K-1 hereto, shall use reasonable efforts to cause) each
Additional Item 1123 Servicer retained or engaged by it to deliver, to the
Trustee, the Rating Agencies, the Depositor and each Serviced Non-Trust Mortgage
Loan Noteholder, at no expense to the Trust, on or before April 30 of each year,
beginning in 2009 (or, as to any such year, such earlier date as is contemplated
by the last sentence of this paragraph), a statement of compliance (the "Annual
Statement of Compliance") from the Trustee, the Master Servicer, the Special
Servicer or such Additional Item 1123 Servicer, as the case may be, signed by an
authorized officer thereof, to the effect that (i) a review of the activities of
the Trustee, the Master Servicer, the Special Servicer or such Additional Item
1123 Servicer, as the case may be, during the preceding calendar year (or, in
the case of the first such certification, during the period from the Closing
Date to December 31, 2008, inclusive) and, in particular, of its performance
under this Agreement (or, in the case of an Additional Item 1123 Servicer,


                                      -202-




under the applicable Sub-Servicing Agreement or primary servicing agreement),
has been made under such officer's supervision, and (ii) to the best of such
officer's knowledge, based on such review, the Trustee, the Master Servicer, the
Special Servicer or such Additional Item 1123 Servicer, as the case may be, has
fulfilled all of its obligations under this Agreement (or, in the case of an
Additional Item 1123 Servicer, under the applicable Sub-Servicing Agreement or
primary servicing agreement) in all material respects throughout such preceding
calendar year or portion thereof (or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof). Notwithstanding the timing
provided for in the first sentence of this paragraph, if (as confirmed in
writing by the Depositor) the Depositor or any other party hereto is required to
file an Annual Report on Form 10-K with the Commission in respect of the Trust
covering any particular calendar year, or (if applicable) any other depositor,
trustee and/or other certifying party and certifying officer with respect to a
related securitization trust is required to file an Annual Report on Form 10-K
with the Commission in connection with the securitization of any Serviced
Non-Trust Mortgage Loan covering any particular calendar year and so notifies
the Trustee, the Master Servicer and the Special Servicer, then the Annual
Statement of Compliance to be delivered during the following year by each of the
Trustee, the Master Servicer and the Special Servicer, and by each Additional
Item 1123 Servicer with which the Master Servicer or Special Servicer has
entered into a servicing relationship with respect to any one or more Mortgage
Loans, shall be delivered (in Microsoft Word, Microsoft Excel or in such other
mutually agreeable format) on or before March 15 of such following year to the
Trustee, the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any
such depositor, trustee and/or other certifying party and certifying officer
with respect to a related securitization trust, as applicable; and the Master
Servicer and the Special Servicer are hereby notified that the Depositor is
required to file an Annual Report on Form 10-K with the Commission in respect of
the Trust covering calendar year 2008; provided, that if the subject Annual
Statement of Compliance contains an addressee, then one such Annual Statement of
Compliance shall be addressed to the Depositor and Trustee and a separate such
Annual Statement of Compliance shall be addressed to the depositor and trustee
with respect to such related securitization trust. Additionally, each party
hereto shall provide a certification in the form of Exhibit K-2 to the Trustee
(unless such party is the Trustee) and the Depositor by no later than March 1st
of the year following each Exchange Act Reporting Year, indicating each
Additional Item 1123 Servicer that is, with respect to the Trust and such
Exchange Act Reporting Year, an Additional Item 1123 Servicer retained or
engaged by it.

          In the event that the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and shall cause (or, in the case of the Master Servicer
with respect to a Sub-Servicer identified on Exhibit K-1 hereto, shall use
reasonable efforts to cause) any Additional Item 1123 Servicer retained or
engaged by such party to provide, an annual statement of compliance pursuant to
this Section 3.13 with respect to the period of time that the Master Servicer,
the Special Servicer or the Trustee was subject to this Agreement. In addition,
in the event that any Additional Item 1123 Servicer retained or engaged by the
Master Servicer, the Special Servicer or the Trustee is terminated or resigns
pursuant to the terms of any applicable servicing agreement, such party shall
cause (or, in the case of the Master Servicer with respect to a Sub-Servicer
identified on Exhibit K-1 hereto, shall use reasonable efforts to cause) the
subject Additional Item 1123 Servicer retained or engaged by such party to
provide an annual statement of compliance pursuant to this Section 3.13 with
respect to the period of time that the Additional Item 1123 Servicer was subject
to such other servicing agreement.


                                      -203-




          In the event the Trustee or the Depositor does not receive the Annual
Statement of Compliance with respect to any party hereto or, if the Trustee has
been notified of the existence thereof, any Additional Item 1123 Servicer
contemplated to deliver such report pursuant to the preceding paragraph, by
March 15th of any year during which an Annual Report on Form 10-K is required to
be filed with the Commission with respect to the Trust, then the Trustee shall,
and the Depositor may, forward a Servicer Notice to such Person (or, in the case
of an Additional Item 1123 Servicer known to the Trustee or the Depositor, as
the case may be, to the party hereto that retained or engaged such Additional
Item 1123 Servicer), with a copy of such Servicer Notice to the Depositor (if
the Trustee is sending the Servicer Notice) or the Trustee (if the Depositor is
sending the Servicer Notice), as applicable, within two (2) Business Days of
such failure. Any party hereto that retains or engages, during an Exchange Act
Reporting Year, a Servicing Representative (other than a Sub-Servicer identified
on Exhibit K-1 hereto) that is, with respect to such Exchange Act Reporting
Year, an Additional Item 1123 Servicer shall so notify the Trustee (unless such
party is the Trustee) and the Depositor in writing promptly following such
party's becoming aware that such Servicing Representative is or has become an
Additional Item 1123 Servicer; and, further, if such Servicing Representative
does not deliver an Annual Statement of Compliance with respect to itself by
March 15th of any year during which a Form 10-K is required to be filed with the
Commission with respect to the Trust, the party hereto that retained or engaged
such Servicing Representative shall so notify the Trustee (unless such party is
the Trustee) and the Depositor in writing no later than the second Business Day
following such March 15th.

          If any party hereunder is also acting as an Outside Servicer with
respect to an Outside Serviced Trust Mortgage Loan or Outside Administered REO
Property during any portion of an Exchange Act Reporting Year in respect of the
Trust, then such party shall, in its capacity as such Outside Servicer, comply
with the provisions of this Section 3.13 applicable to the Master Servicer (if
the subject party is also acting as an Outside Master Servicer) or the Special
Servicer (if the subject party is also acting as an Outside Special Servicer),
as applicable, but reflecting that such Outside Serviced Trust Mortgage Loan or
such Outside Administered REO Property is being serviced and administered under
the related Outside Servicing Agreement.

          Notwithstanding the provisions of this section, with respect to each
year that is not an Exchange Act Reporting Year, the Trustee shall not be
required to deliver its Annual Statement of Compliance set forth above in this
Section 3.13.

          SECTION 3.14. Reports on Assessment of Compliance with Servicing
                        Criteria; Registered Public Accounting Firm Attestation
                        Reports.

          Each Servicing Function Participant shall itself deliver (or, in the
case of the Trustee, make available), and each party hereto shall cause (or, in
the case of the Master Servicer with respect to a Sub-Servicer identified on
Exhibit K-1 hereto, shall use reasonable efforts to cause) any Sub-Servicing
Function Participant retained or engaged by it to deliver, on or before April 30
of each year, beginning in 2009 (or, as to any such year, such earlier date as
is contemplated by the last sentence of this paragraph), to the Trustee, to the
Depositor, to each Serviced Non-Trust Mortgage Loan Noteholder and, in the case
of a Servicing Function Participant (other than the Master Servicer and the
Trustee) or a Sub-Servicing Function Participant, to the Master Servicer, at no
expense to the Trust, the following reports: (i) as required under Rules 13a-18
or 15d-18 of the Exchange Act and Item 1122 of Regulation AB, a report on an
assessment of compliance by it with the Servicing Criteria (an "Annual
Assessment


                                     -204-




Report"), signed by an authorized officer of such Servicing Function Participant
or such Sub-Servicing Function Participant, as the case may be, which report
shall contain (A) a statement by such Servicing Function Participant or such
Sub-Servicing Function Participant, as the case may be, of its responsibility
for assessing compliance with the Servicing Criteria applicable to it, (B) a
statement that such Servicing Function Participant or such Sub-Servicing
Function Participant, as the case may be, used the Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such Servicing Function
Participant's or such Sub-Servicing Function Participant's, as the case may be,
assessment of compliance with the Relevant Servicing Criteria as of and for the
period ending December 31st of the preceding calendar year, which discussion
must include any material instance of noncompliance with the Relevant Servicing
Criteria identified by such Servicing Function Participant or such Sub-Servicing
Function Participant, as the case may be, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Servicing
Function Participant's or such Sub-Servicing Function Participant's, as the case
may be, assessment of compliance with the Relevant Servicing Criteria as of and
for such period ending December 31st of the preceding calendar year (it being
further agreed that, if any such Servicing Function Participant's or such
Sub-Servicing Function Participant's, as the case may be, Annual Assessment
Report or Annual Attestation Report (as defined below) identifies any material
instance of noncompliance with the Relevant Servicing Criteria, such Servicing
Function Participant or the party hereto that retained such Sub-Servicing
Function Participant, as the case may be, shall contemporaneously deliver to the
indicated recipients above a separate statement identifying such material
instance of noncompliance, and if any such Servicing Function Participant's or
such Sub-Servicing Function Participant's Annual Assessment Report or Annual
Attestation Report has not been timely delivered to the Depositor and the
Trustee for inclusion as an exhibit to the subject Annual Report on Form 10-K to
be filed with the Commission for the calendar year covered by such reports, such
Servicing Function Participant or the party hereto that retained such
Sub-Servicing Function Participant, as the case may be, shall (no later than one
(1) Business Day following the date on which such report was to be delivered)
provide to the intended recipients above notice of such failure, together with
an associated explanation as to why such report has not been delivered (in the
case of the Master Servicer with respect to a Sub-Servicer identified on Exhibit
K-1 hereto, to the extent such explanation can be obtained from such
Sub-Servicer with reasonable efforts)); and (ii) as an exhibit to each report
delivered by a Servicing Function Participant or a Sub-Servicing Function
Participant pursuant to the immediately preceding clause (i), as required under
Rules 13a-18 or 15d-18 of the Exchange Act and Item 1122 of Regulation AB, an
attestation report from a registered public accounting firm (made in accordance
with the standards for attestation engagements issued or adopted by the PCAOB)
(an "Annual Attestation Report") that attests to, and reports on, the assessment
of compliance with Servicing Criteria made by the asserting party in such report
delivered pursuant to the immediately preceding clause (i), together with (if
required to be filed with the Commission under applicable law) the written
consent of such registered public accounting firm authorizing the filing of such
Annual Attestation Report with the Commission as part of any registration
statement applicable to the registration of the Registered Certificates and/or
any Non-Trust Mortgage Loan Securities. Each Annual Attestation Report must be
available for general use and may not contain restricted use language. Promptly
after receipt of each such report delivered pursuant to the second preceding
sentence, the Depositor shall review such report and, if applicable, shall be
entitled to consult with the appropriate party hereto as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria by such
party or any Sub-Servicing Function Participant that such party has retained or
engaged. Notwithstanding the timing provided for in the first sentence of this
paragraph, if (as confirmed in writing by the Depositor) the Depositor is
required to file an Annual Report on Form 10-K with the Commission in respect of
the Trust covering any particular calendar year, or (if applicable) any other
depositor, trustee and/or other


                                     -205-




certifying party and certifying officer with respect to a related securitization
trust is required to file an Annual Report on Form 10-K with the Commission in
connection with the securitization of any Serviced Non-Trust Mortgage Loan
covering any particular calendar year and so notifies the Master Servicer and
the Special Servicer, then the Annual Assessment Report and the Annual
Attestation Report to be delivered during the following year by or on behalf of
each Servicing Function Participant, and by or on behalf of each Sub-Servicing
Function Participant retained or engaged by a party hereto, shall be delivered
to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder
and any such depositor, trustee and/or other certifying party and certifying
officer with respect to a related securitization trust, as applicable, on or
before March 15 of such following year and shall not contain any restrictions on
the filing thereof with the Commission; and the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent are hereby notified that the
Depositor is required to file an Annual Report on Form 10-K (including the
foregoing Annual Assessment Reports and Annual Attestation Reports) with the
Commission in respect of the Trust covering calendar year 2008.

          In the event that the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and shall cause (or, in the case of the Master Servicer
with respect to a Sub-Servicer identified on Exhibit K-1 hereto, shall use
reasonable efforts to cause) any Sub-Servicing Function Participant retained or
engaged by it to provide, an Annual Assessment Report pursuant to this Section
3.14, coupled with an Annual Attestation Report (and any required accountants'
consent), pursuant to this section with respect to the period of time that the
Master Servicer, the Special Servicer or the Trustee, as the case may be, was
subject to this Agreement. In addition, in the event that any Sub-Servicing
Function Participant retained or engaged by any party hereto is terminated or
resigns pursuant to the terms of an applicable servicing or other agreement,
such party hereto shall cause (or, in the case of the Master Servicer with
respect to a Sub-Servicer identified on Exhibit K-1 hereto, shall use reasonable
efforts to cause) such Sub-Servicing Function Participant retained or engaged by
it to provide an Annual Assessment Report pursuant to this Section 3.14, coupled
with an Annual Attestation Report (and any required accountants' consent),
pursuant to this Section with respect to the period of time that such
Sub-Servicing Function Participant was subject to such other servicing or other
agreement.

          In the event the Trustee or the Depositor does not receive the Annual
Assessment Report and/or the Annual Attestation Report with respect to any
Servicing Function Participant, or with respect to any Sub-Servicing Function
Participant retained or engaged by a party hereto that is known to the Trustee
or the Depositor, as the case may be, by March 15th of any year during which an
Annual Report on Form 10-K is required to be filed with the Commission with
respect to the Trust, then the Trustee shall, and the Depositor may, forward a
Servicer Notice to such Servicing Function Participant or the party hereto that
retained or engaged such Sub-Servicing Function Participant, as the case may be,
with a copy of such Servicer Notice to the Depositor (if the Trustee is sending
the Servicer Notice) or the Trustee (if the Depositor is sending the Servicer
Notice), as applicable, within two (2) Business Days of such failure. For the
purposes of this Section 3.14, as well as Section 3.13 and Section 7.01(v)(B) of
this Agreement, a "Servicer Notice" shall constitute either any writing
forwarded to such party or, in the case of the Master Servicer and the Special
Servicer, notwithstanding the provisions of Section 11.05, e-mail notice or fax
notice which, in the case of an email transmission, shall be forwarded to all of
the following e-mail addresses for the applicable party: in the case of the
Master Servicer, recmcres.compliance@wachovia.com, marilyn.addison@wachovia.com;
and lars.carlsten@wachovia.com, and in the case of the Special Servicer,
diannarone@cwcapital.com with copies to jhyde@cwcapital.com and
kolin@cwcapital.com, or such other e-mail addresses as are provided in writing
by the Master Servicer or


                                     -206-




the Special Servicer, as applicable, to the Trustee and the Depositor; provided
that any party to this Agreement (or someone acting on their behalf) shall only
be required to forward any such notice to be delivered to the Master Servicer to
no more than three e-mail addresses in the aggregate in order to fulfill its
notification requirement as set forth in the preceding sentence and/or under the
provisions of Section 7.01(v)(B).

          Any party hereto that retains or engages, during an Exchange Act
Reporting Year, a Servicing Representative (other than a Sub-Servicer identified
on Exhibit K-1 hereto) that is, with respect to such Exchange Act Reporting
Year, a Sub-Servicing Function Participant shall so notify the Trustee (unless
such party is the Trustee) and the Depositor in writing promptly following such
party's becoming aware that such Servicing Representative is or has become a
Sub-Servicing Function Participant; and, in addition, each party hereto shall
provide a certification in the form of Exhibit K-2 to the Trustee (unless such
party is the Trustee) and the Depositor by no later than March 1st of the year
following each Exchange Act Reporting Year indicating each Servicing
Representative engaged or retained by it that is, with respect to the Trust and
such Exchange Act Reporting Year, a Sub-Servicing Function Participant; and
further, if such Servicing Representative does not deliver or cause the delivery
of an Annual Assessment Report, an Annual Attestation Report (together with, if
required to be filed with the Commission under applicable law, the consent of
the applicable registered public accounting firm to file such corresponding
Annual Attestation Report with the Commission) with respect to itself by March
15th of any year during which a Form 10-K is required to be filed with the
Commission with respect to the Trust, the party hereto that retained or engaged
such Servicing Representative shall promptly so notify the Trustee (unless such
party is the Trustee) and the Depositor in writing no later than the second
Business Day following such March 15th.

          The Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent, in each case, to the extent applicable, will reasonably cooperate with
the Depositor in conforming any reports delivered pursuant to this Section 3.14
to requirements imposed by the Commission on the Depositor in connection with
the Depositor's reporting requirements in respect of the Trust pursuant to the
Exchange Act, provided that the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent shall each be entitled to charge the Depositor for
any reasonable additional costs and expenses incurred by it in affording the
Depositor such cooperation.

          If any party hereunder is also acting as an Outside Servicer or
Outside Trustee with respect to an Outside Serviced Trust Mortgage Loan or
Outside Administered REO Property during any portion of an Exchange Act
Reporting Year in respect of the Trust, then such party shall, in its capacity
as such Outside Servicer or Outside Trustee, as the case may be, comply with the
provisions of this Section 3.14 applicable to the Master Servicer (if the
subject party is also acting as an Outside Master Servicer), the Special
Servicer (if the subject party is also acting as an Outside Special Servicer) or
the Trustee (if the subject party is also acting as an Outside Trustee), as
applicable, but reflecting that such Outside Serviced Trust Mortgage Loan or
such Outside Administered REO Property is being serviced and administered under
the related Outside Servicing Agreement.

          Notwithstanding the provisions of this section, with respect to each
year that is not an Exchange Act Reporting Year, the Trustee shall not be
required to deliver its report on an Annual Assessment Report or the Annual
Attestation Report for itself set forth above in this Section 3.14.


                                     -207-




          SECTION 3.15. Access to Certain Information.

          (a) Each of the Master Servicer and the Special Servicer shall afford
to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, any Certificate Owner (identified
as such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan
Noteholder, access to any records regarding the Serviced Mortgage Loans and the
servicing thereof within its control (which access shall be limited, in the case
of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority
seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder,
to records relating to the related Serviced Non-Trust Mortgage Loan), except to
the extent it is prohibited from doing so by applicable law or contract or to
the extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage
Loan Noteholders. Such access shall be afforded only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it.

          In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a
Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may
exercise authority over a Certificateholder, a Certificate Owner or a Serviced
Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer
each may require payment from such Certificateholder, a Certificate Owner or a
Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the
reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that
no charge may be made if such information or access was required to be given or
made available under applicable law. In connection with providing
Certificateholders and Certificate Owners access to the information described in
the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder
of Book-Entry Certificates and will keep such information confidential.

          Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

          (b) No less often than on a monthly basis, upon reasonable prior
notice and during normal business hours, each of the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions (if and to the extent the Master Servicer or the
Special Servicer, as the case may be, is responsible (or, in the case of the
Special


                                      -208-




Servicer, would be responsible upon the occurrence of a Servicing Transfer
Event) for the servicing thereof) from the following parties: (i) the
Controlling Class Representative regarding the performance and servicing of the
Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan
Combination Controlling Party regarding the performance and servicing of each
Serviced Loan Combination and/or any related REO Property. Except as provided in
the following sentence, in connection with providing the Controlling Class
Representative with the information described in the preceding sentence, the
Master Servicer and the Special Servicer shall require (prior to providing such
information for the first time to such Controlling Class Representative) a
Controlling Class Representative Confirmation (as defined in Section 6.09(b)),
generally to the effect that such Person will keep any information received by
it from time to time pursuant to this Agreement confidential (other than with
respect to communications with the Controlling Class). In the case of the
initial Controlling Class Representative, upon its or an Affiliate's acquisition
of any of the Class T Certificates, such entity shall be deemed to have agreed
to keep all non-public information received by it in such capacity from time to
time pursuant to this Agreement confidential, subject to applicable law, and
such initial Controlling Class Representative shall be deemed to have made such
agreement without delivery of the Controlling Class Representative Confirmation.

          SECTION 3.16. Title to REO Property; REO Accounts.

          (a) If title to any Mortgaged Property (other than a Mortgaged
Property that secures an Outside Serviced Loan Combination) is acquired, the
deed or certificate of sale shall be issued to the Trustee or its nominee on
behalf of the Certificateholders and, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s). If, pursuant to Section 3.09(b), the Special
Servicer formed or caused to be formed, at the expense of the Trust, a single
member limited liability company (of which the Trust is the sole member) for the
purpose of taking title to one or more Administered REO Properties pursuant to
this Agreement, then (subject to the interests of any affected Serviced
Non-Trust Mortgage Loan Noteholder), the deed or certificate of sale with
respect to any such Administered REO Property shall be issued to such single
member limited liability company

          (b) The Special Servicer, on behalf of the Trust Fund and, in the case
of any Administered REO Property that relates to a Serviced Loan Combination,
the related Serviced Non-Trust Mortgage Loan Noteholder(s), shall sell any
Administered REO Property by the end of the third calendar year following the
calendar year in which the applicable REMIC Pool acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies, more than 60 days prior to the end of such third
succeeding year, for and is not denied an extension of time (an "REO Extension")
by the IRS to sell such REO Property or (ii) obtains for the Trustee an Opinion
of Counsel, addressed to the Trustee, the Special Servicer and the Master
Servicer, to the effect that the holding by the applicable REMIC Pool of such
Administered REO Property subsequent to the end of such third succeeding year
will not result in the imposition of taxes on "prohibited transactions" (as
defined in Section 860F of the Code) of any REMIC Pool or cause any REMIC Pool
to fail to qualify as a REMIC at any time that any Certificates are outstanding.
If the Special Servicer is granted the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell the subject Administered REO Property within such extended
period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its
obtaining the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel


                                     -209-




contemplated by clause (ii) of the second preceding sentence, or for the
creation of and the operating of a single member limited liability company,
shall be covered by, and reimbursable as, a Servicing Advance.

          (c) The Special Servicer shall segregate and hold all funds collected
and received in connection with any Administered REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Mortgaged Property (other than a Mortgaged Property that secures
a Loan Combination), the Special Servicer shall establish and maintain one or
more accounts (collectively, the "Pool REO Account"), to be held on behalf of
the Trustee in trust for the sole benefit of the Certificateholders, for the
retention of revenues and other proceeds derived from each REO Property (other
than any REO Property that relates to a Loan Combination). If such REO
Acquisition occurs with respect to the Mortgaged Property that secures any
Serviced Loan Combination, then the Special Servicer shall establish one or more
accounts solely with respect to such property (the related "Loan Combination REO
Account"), to be held for the sole benefit of the Certificateholders and the
related Serviced Non-Trust Mortgage Loan Noteholder(s). The Pool REO Account and
each Loan Combination REO Account shall each be an Eligible Account. The Special
Servicer shall deposit, or cause to be deposited, in the applicable REO Account,
upon receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received in respect of any Administered REO Property. Funds
in an REO Account (other than any such funds representing Additional Interest)
may be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall be entitled to make withdrawals from an REO Account to
pay itself, as additional special servicing compensation in accordance with
Section 3.11(d), interest and investment income earned in respect of amounts
held in such REO Account as provided in Section 3.06(b) (but only to the extent
of the Net Investment Earnings with respect to such REO Account for any related
Investment Period). The Special Servicer shall give notice to the Trustee and
the Master Servicer of the location of each REO Account, and shall give notice
to the related Serviced Non-Trust Mortgage Loan Noteholder(s) of the location of
any Loan Combination REO Account, in each case when first established and of the
new location of any such REO Account prior to any change thereof.

          (d) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any Administered REO Property, but only to the extent of amounts
on deposit in such REO Account relating to such REO Property. On the Business
Day following each Trust Determination Date, the Special Servicer shall withdraw
from any Pool REO Account and deposit into the Pool Custodial Account (or
deliver to the Master Servicer or such other Person as may be designated by the
Master Servicer for deposit into the Pool Custodial Account) the aggregate of
all amounts received in respect of each Administered REO Property (other than
any Administered REO Property relating to a Serviced Loan Combination) during
the Trust Collection Period ending on such Trust Determination Date, net of any
withdrawals made out of such amounts pursuant to the preceding sentence and,
further, net of any reserves to be maintained in the Pool REO Account in
accordance with the last sentence of this Section 3.16(c). On the Business Day
following each related Loan Combination Determination Date, the Special Servicer
shall withdraw from the Loan Combination REO Account related to any Serviced
Loan Combination and deposit into the Loan Combination Custodial Account that
relates to such Serviced Loan Combination (or deliver to the Master Servicer or
such other Person as may be designated by the Master Servicer for deposit into
such Loan Combination Custodial Account) the aggregate of all amounts received
in respect of any Administered REO Property that relates to such Serviced Loan


                                     -210-




Combination during the related Loan Combination Collection Period ending on such
related Loan Combination Determination Date, net of any withdrawals made out of
such amounts pursuant to the second preceding sentence and, further, net of any
reserves to be maintained in the related Loan Combination REO Account in
accordance with the last sentence of this Section 3.16(c). Notwithstanding the
foregoing, the Special Servicer may retain in the related REO Account such
portion of proceeds and collections in respect of any Administered REO Property
as may be necessary to maintain a reserve of sufficient funds for the proper
operation, management, leasing, maintenance and disposition of such REO Property
(including the creation of a reasonable reserve for repairs, replacements,
necessary capital replacements and other related expenses), such reserve not to
exceed an amount sufficient to cover such items to be incurred during the
following 12-month period.

          (e) The Special Servicer shall keep and maintain separate records, on
a property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

          (f) Notwithstanding anything to the contrary, this Section 3.16 shall
not apply to any Outside Administered REO Property.

          SECTION 3.17. Management of REO Property.

          (a) Prior to the acquisition by it of title to a Mortgaged Property
(other than a Mortgaged Property that secures an Outside Serviced Loan
Combination), the Special Servicer shall review the operation of such Mortgaged
Property and determine the nature of the income that would be derived from such
property if it were acquired by the Trust Fund. If the Special Servicer
determines from such review that:

               (i) None of the income from Directly Operating such Mortgaged
     Property would be subject to tax as "net income from foreclosure property"
     within the meaning of the REMIC Provisions or would be subject to the tax
     imposed on "prohibited transactions" under Section 860F of the Code (either
     such tax referred to herein as an "REO Tax"), then such Mortgaged Property
     may be Directly Operated by the Special Servicer as REO Property;

               (ii) Directly Operating such Mortgaged Property as REO Property
     could result in income from such property that would be subject to an REO
     Tax, but that a lease of such property to another party to operate such
     property, or the performance of some services by an Independent Contractor
     with respect to such property, or another method of operating such property
     would not result in income subject to an REO Tax, then the Special Servicer
     may (provided that in the good faith and reasonable judgment of the Special
     Servicer, it is commercially reasonable) acquire such Mortgaged Property as
     REO Property and so lease or operate such REO Property; or

               (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, the Special Servicer shall deliver to the
     Tax Administrator, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall include potential
     sources of income, and, to the


                                     -211-




     extent reasonably possible, estimates of the amount of income from each
     such source. Upon request of the Special Servicer, the Tax Administrator
     shall advise the Special Servicer of the Tax Administrator's federal income
     tax reporting position with respect to the various sources of income that
     the Trust Fund would derive under the Proposed Plan. After receiving the
     information described in the preceding sentence from the Tax Administrator,
     the Special Servicer shall implement the Proposed Plan (after acquiring the
     respective Mortgaged Property as REO Property), with any amendments
     required to be made thereto as a result of the Tax Administrator's tax
     reporting position.

          The Special Servicer's decision as to how each Administered REO
Property shall be managed and operated shall be based on the Servicing Standard
and, further, based on the good faith and reasonable judgment of the Special
Servicer as to which means would be in the best interest of the
Certificateholders (and, in the case of any Administered REO Property related to
a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as a collective whole, by maximizing (to the extent commercially
reasonable and consistent with Section 3.17(b)) the net after-tax REO Revenues
received with respect to such property without materially impairing the Special
Servicer's ability to promptly sell such property for a fair price. In
connection with performing their respective duties under this Section 3.17(a),
both the Special Servicer and the Tax Administrator may consult with counsel and
tax accountants, the reasonable cost of which consultation shall be covered by,
and be reimbursable as, a Servicing Advance to be made by the Special Servicer.

          (b) If title to any Administered REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (and, in the case of any Administered REO
Property related to a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) solely for the purpose of its prompt disposition
and sale in a manner that does not and will not: (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or (ii)
except as contemplated by Section 3.17(a), either result in the receipt by any
REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the related REO Account, to the extent
of amounts on deposit therein with respect to any Administered REO Property,
funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including:

               (i) all insurance premiums due and payable in respect of such REO
     Property;

               (ii) all real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien thereon;

               (iii) any ground rents in respect of such REO Property; and

               (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage, operate and restore such REO Property.


                                     -212-




          To the extent that amounts on deposit in the related REO Account in
respect of any Administered REO Property are insufficient for the purposes set
forth in the preceding sentence with respect to such REO Property, the Master
Servicer shall, at the direction of the Special Servicer, make Servicing
Advances in such amounts as are necessary for such purposes unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Master
Servicer may make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.

          (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any Administered REO Property:

               (i) enter into, renew or extend any New Lease with respect to
     such Administered REO Property, if the New Lease, by its terms would give
     rise to any income that does not constitute Rents from Real Property;

               (ii) permit any amount to be received or accrued under any New
     Lease other than amounts that will constitute Rents from Real Property;

               (iii) authorize or permit any construction on such Administered
     REO Property, other than the completion of a building or other improvement
     thereon, and then only if more than 10% of the construction of such
     building or other improvement was completed before default on the related
     Serviced Mortgage Loan became imminent, all within the meaning of Section
     856(e)(4)(B) of the Code; or

               (iv) Directly Operate, or allow any other Person, other than an
     Independent Contractor, to Directly Operate such Administered REO Property
     on any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer, at the
direction of the Special Servicer, and shall be reimbursable as a Servicing
Advance) to the effect that such action would not cause such Administered REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at
any time that it is held by a REMIC Pool, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.

          (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any Administered REO Property; provided
that:

               (i) the terms and conditions of any such contract shall not be
     inconsistent herewith and shall reflect an agreement reached at arm's
     length;

               (ii) the fees of such Independent Contractor (which shall be
     expenses of the Trust Fund and, in the case of any Administered REO
     Property that relates to a Serviced Loan Combination, the related Serviced
     Non-Trust Mortgage Loan Noteholder(s)) shall be reasonable and customary in
     consideration of the nature and locality of such Administered REO Property;


                                     -213-




               (iii) except as permitted under Section 3.17(a), any such
     contract shall require, or shall be administered to require, that the
     Independent Contractor, in a timely manner, (A) pay out of related REO
     Revenues all costs and expenses incurred in connection with the operation
     and management of such Administered REO Property, including those listed in
     Section 3.17(b) above, and (B) except to the extent that such revenues are
     derived from any services rendered by the Independent Contractor to tenants
     of such Administered REO Property that are not customarily furnished or
     rendered in connection with the rental of real property (within the meaning
     of Section 1.856-4(b)(5) of the Treasury regulations or any successor
     provision), remit all related revenues collected (net of its fees and such
     costs and expenses) to the Special Servicer upon receipt;

               (iv) none of the provisions of this Section 3.17(d) relating to
     any such contract or to actions taken through any such Independent
     Contractor shall be deemed to relieve the Special Servicer of any of its
     duties and obligations hereunder with respect to the operation and
     management of such Administered REO Property; and

               (v) the Special Servicer shall be obligated with respect thereto
     to the same extent as if it alone were performing all duties and
     obligations in connection with the operation and management of such
     Administered REO Property.

          The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations under Section 3.16 and this Section 3.17 for indemnification of
the Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

          (e) Notwithstanding anything to the contrary, this Section 3.17 shall
not apply to any Outside Administered REO Property.

          SECTION 3.18. Sale of Trust Mortgage Loans and Administered REO
                        Properties.

          (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or
Administered REO Property only in connection with a Permitted Purchase of such
Trust Mortgage Loan or Administered REO Property, as the case may be, and/or in
connection with a sale of such Administered REO Property in accordance with this
Section 3.18.

          (b) Within five (5) Business Days after the Special Servicer has
knowledge that any Trust Mortgage Loan has become a Specially Serviced Trust
Mortgage Loan, the Special Servicer shall give notice (the "Purchase Option
Notice") of such event to the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (if such Trust Mortgage Loan is part of a Serviced Loan
Combination), each Holder of a Certificate of the Controlling Class and the
Trustee. The Special Servicer and the Majority Controlling Class
Certificateholder(s) and any assignees of the foregoing parties (such parties
and assignees being the "Purchase Option Holders") shall each have an option to
purchase such Specially Serviced Trust Mortgage Loan at a cash price that is at
least equal to the Purchase Price; provided that a material default exists with
respect to such Specially Serviced Trust Mortgage Loan. The Special


                                     -214-




Servicer shall accept the first offer by a Purchase Option Holder that is at
least equal to the Purchase Price.

          (c) Upon the expiration of 45 days following the date that the Special
Servicer gives a Purchase Option Notice regarding a Specially Serviced Trust
Mortgage Loan, if none of the Purchase Option Holders has exercised its option
to purchase such Specially Serviced Trust Mortgage Loan as described in
subsection (b) above, then (i) provided that a material default exists with
respect to such Specially Serviced Trust Mortgage Loan, each Purchase Option
Holder will then also have an option (a "FV Purchase Option") to purchase such
Specially Serviced Trust Mortgage Loan at a price equal to the FV Price (as
defined below) of such Specially Serviced Trust Mortgage Loan, and (ii) upon
receipt of a request from any Purchase Option Holder to determine the FV Price
in contemplation of its intention to exercise its FV Option, the Special
Servicer shall promptly obtain a Required Appraisal (the cost of which shall be
covered by a Servicing Advance) of the related Mortgaged Property by an
Independent Appraiser (unless such an appraisal was obtained within one year of
the date of the Purchase Option Notice and the Special Servicer has no knowledge
of any circumstances that would materially affect the validity of such
appraisal). Promptly after obtaining such Required Appraisal (or, in the event
such an appraisal was already in the possession of or available to the Special
Servicer as contemplated by the last parenthetical of the immediately preceding
sentence and none of the Purchase Option Holders has exercised its option to
purchase such Specially Serviced Trust Mortgage Loan as described in subsection
(b) above, promptly after the expiration of 45 days following the date of the
subject Purchase Option Notice), the Special Servicer shall determine the fair
value (the "FV Price") for the subject Specially Serviced Trust Mortgage Loan in
accordance with the Servicing Standard and the provisions of subsection (i)
below. Promptly after determining such FV Price, the Special Servicer shall
provide notice of such FV Price to the Trustee and each Purchase Option Holder.

          (d) If the Special Servicer determines that it is willing, or another
Purchase Option Holder notifies the Special Servicer that it is willing, to
purchase any Specially Serviced Trust Mortgage Loan as to which a material
default exists at a price (a "FV Bid") that is equal to or above the FV Price,
then the Special Servicer shall notify all other Purchase Option Holders that it
has made or received, as the case may be, such FV Bid (without disclosing the
amount of such FV Bid). All other Purchase Option Holders may submit competing
bids within the ten (10) Business Day period following such notice. At the
conclusion of the above-described ten (10) Business Day period, the Special
Servicer shall accept the highest bid received from any Purchase Option Holder
that is at least equal to the FV Price for the subject Specially Serviced Trust
Mortgage Loan.

          (e) If the Special Servicer accepts the bid of any Purchase Option
Holder, such Purchase Option Holder shall be required to purchase the subject
Specially Serviced Trust Mortgage Loan within ten (10) Business Days of receipt
of notice of such acceptance.

          (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 90 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 45 days recalculate the FV Price (with
no presumption that such FV Price should be reduced on account of the lack of an
FV Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below.


                                     -215-




          (g) If the party exercising the FV Purchase Option for any Specially
Serviced Trust Mortgage Loan is the Special Servicer or an Affiliate thereof,
the Trustee shall verify that the FV Price of such Trust Mortgage Loan is at
least equal to the fair value of such Trust Mortgage Loan. In conducting such
verification, the Trustee will be permitted to conclusively rely on an appraisal
obtained by the Trustee from an Independent Appraiser at the time it is required
to verify such FV Price and/or the opinion of an Independent expert in real
estate matters (including the Master Servicer) with at least five years'
experience in valuing or investing in loans, similar to the subject Specially
Serviced Trust Mortgage Loan, that has been selected by the Trustee with
reasonable care at the expense of the Trust Fund.

          (h) Any Purchase Option Holder may, once the FV Purchase Option is
exercisable pursuant to this Section 3.18, assign its FV Purchase Option with
respect to any Specially Serviced Trust Mortgage Loan to a third party other
than the related Mortgagor or, if such assignment would violate the terms of any
related co-lender, intercreditor or similar agreement, any Affiliate of the
related Mortgagor; and, upon such assignment such third party shall have all of
the rights that had been granted to the Purchase Option Holder hereunder in
respect of the purchase option. Such assignment shall only be effective upon
written notice (together with a copy of the executed assignment and assumption
agreement) being delivered to the Trustee, the Master Servicer and the Special
Servicer. Any Purchase Option Holder that acquires, pursuant to this Section
3.18, a Trust Mortgage Loan that is part of a Loan Combination must satisfy the
requirements for an acceptable transferee under the related Co-Lender Agreement.

          (i) In determining the FV Price for any Specially Serviced Trust
Mortgage Loan under this Section 3.18, the Special Servicer may take into
account, among other factors, the results of any appraisal or updated appraisal
(the cost of which shall constitute a Servicing Advance) that it or the Master
Servicer may have obtained in accordance with this Agreement within the prior
twelve months; the opinions on fair value expressed by Independent investors in
mortgage loans comparable to the subject Specially Serviced Trust Mortgage Loan;
the period and amount of any delinquency on the subject Specially Serviced Trust
Mortgage Loan; the physical condition of the related Mortgaged Property; the
state of the local economy; and the expected recoveries from the subject
Specially Serviced Trust Mortgage Loan if the Special Servicer were to pursue a
workout or foreclosure strategy instead of selling such Mortgage Loan to a
Purchase Option Holder.

          (j) The purchase option for any Specially Serviced Trust Mortgage Loan
pursuant to this Section 3.18 shall terminate, and shall not be exercisable as
set forth in subsections (b) and (c) above (or if exercised, but the purchase of
such Specially Serviced Mortgage Loan has not yet occurred, shall terminate and
be of no further force or effect) if and when (i) the Special Servicer has
accepted a FV Bid (although the purchase option shall resume if the Person that
submitted that FV Bid does not complete the purchase of the subject Specially
Serviced Trust Mortgage within the time period provided for under Section
3.18(e)), (ii) such Specially Serviced Trust Mortgage Loan has become a
Corrected Mortgage Loan or is otherwise no longer in material default, (iii) the
related Mortgaged Property has become an REO Property, (iv) a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan or (v) the subject Specially Serviced Trust Mortgage Loan has been removed
from the Trust Fund.

          (k) Notwithstanding anything herein to the contrary, if and for so
long as an Outside Serviced Trust Mortgage Loan constitutes a "Specially
Serviced Mortgage Loan" (or the equivalent)


                                     -216-




under the related Outside Servicing Agreement as to which there exists a
material default, then such Outside Serviced Trust Mortgage Loan shall be deemed
a "Specially Serviced Trust Mortgage Loan" for purposes of, and be subject to
the purchase options contemplated by, Sections 3.18(b) through 3.18(j); provided
that the FV Price described above may be calculated based upon, among other
things, appraisals and other reasonably appropriate information obtained from
the related Outside Servicers under the related Outside Servicing Agreement. If
the Special Servicer has received insufficient information from the applicable
Outside Servicer with respect to any such Outside Serviced Trust Mortgage Loan
in order to establish a FV Price, it will base such determination only on a
current Appraisal and on information otherwise available or reasonably
obtainable by it, at the expense of the Trust. In addition, if the Special
Servicer is determining a FV Price with respect to any Outside Serviced Trust
Mortgage Loan and has not received from the applicable Outside Servicer an
appraisal with respect to the Mortgaged Property securing such Outside Serviced
Trust Mortgage Loan that is dated within the 12 month period prior to the
determination of the FV Price, then the Special Servicer shall obtain, at the
expense of the Trust, a new Appraisal of the subject Mortgaged Property. If the
Special Servicer determines that a FV Price cannot be established for any such
Outside Serviced Trust Mortgage Loan based on a current Appraisal and other
information available to it, then none of the purchase option holders will be
permitted to exercise the FV Purchase Option. In connection with the foregoing,
the Special Servicer shall be entitled to withdraw from the Pool Custodial
Account any out-of-pocket expenses associated with making such FV Price
determination.

          (l) Until such time as a FV Bid is accepted with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall continue to
pursue all of the other resolution options available to it with respect to such
Specially Serviced Trust Mortgage Loan in accordance with the Servicing
Standard.

          (m) Any Specially Serviced Trust Mortgage Loan that is purchased
pursuant to the purchase option provided for in this Section 3.18 will remain
subject to any cure and/or purchase rights of any holder of a related mezzanine
loan in connection with a Mortgage Loan default as set forth in the related
intercreditor agreement. In addition, if any Combination Trust Mortgage Loan is
purchased pursuant to the purchase option provided for in this Section 3.18 then
it will remain subject to any cure and/or purchase rights of the related
Serviced Non-Trust Mortgage Loan Noteholder(s) provided for under the related
Co-Lender Agreement.

          (n) The Special Servicer shall use its best efforts to solicit offers
for each Administered REO Property in such manner as will be reasonably likely
to realize a fair price within the time period provided for by Section 3.16(a).
Subject to Section 3.27 and/or Section 6.11, if and as applicable, the Special
Servicer shall accept the first (and, if multiple bids are received
contemporaneously or subsequently, the highest) cash offer received from any
Person that constitutes a fair price for such Administered REO Property. If the
Special Servicer reasonably believes that it will be unable to realize a fair
price for any Administered REO Property within the time constraints imposed by
Section 3.16(a), then (subject to Section 3.27 and/or Section 6.11, in each case
if and as applicable) the Special Servicer shall dispose of such Administered
REO Property upon such terms and conditions as the Special Servicer shall deem
necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash bid,
regardless of from whom received.


                                     -217-




          (o) The Special Servicer shall give the Trustee and the Depositor
prior written notice of its intention to sell any Administered REO Property
pursuant to this Section 3.18.

          (p) No Interested Person shall be obligated to submit an offer to
purchase any Administered REO Property, and notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any Administered REO Property pursuant
hereto.

          (q) Whether any cash offer constitutes a fair price for any
Administered REO Property for purposes of this Section 3.18, shall be determined
by the Special Servicer or, if such cash offer is from the Special Servicer or
an Affiliate of the Special Servicer, by the Trustee. In determining whether any
offer received from the Special Servicer or an Affiliate of the Special Servicer
represents a fair price for any Administered REO Property, the Trustee shall be
supplied with and shall be entitled to rely on the most recent appraisal in the
related Servicing File conducted in accordance with this Agreement within the
preceding 12-month period (or, in the absence of any such appraisal or if there
has been a material change at the subject Administered REO Property since any
such appraisal, on a new appraisal to be obtained by the Special Servicer (the
cost of which shall be covered by, and be reimbursable as, a Servicing
Advance)). The appraiser conducting any such new appraisal shall be an
Independent Appraiser selected by the Special Servicer if neither the Special
Servicer nor any Affiliate thereof is bidding with respect to an Administered
REO Property and selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an Administered REO Property, the Special Servicer shall
require that all offers be submitted to it (and, if the Special Servicer or any
Affiliate thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the offer amount. In
determining whether any offer from a Person other than itself or one of its
Affiliates constitutes a fair price for any Administered REO Property, the
Special Servicer shall take into account the results of any appraisal or updated
appraisal that it or the Master Servicer may have obtained in accordance with
this Agreement within the prior 12 months, and any Independent Appraiser shall
be instructed to take into account, as applicable, among other factors, the
occupancy level and physical condition of the subject Administered REO Property,
the state of the local economy and the obligation to dispose of the subject
Administered REO Property within the time period specified in Section 3.16(a).
The Purchase Price for any Administered REO Property shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18,
no cash offer from the Special Servicer or any Affiliate thereof shall
constitute a fair price for any Administered REO Property unless such offer is
the highest cash offer received and at least two independent offers (not
including the offer of the Special Servicer or any Affiliate thereof) have been
received. In the event the offer of the Special Servicer or any Affiliate
thereof is the only offer received or is the higher of only two offers received,
then additional offers shall be solicited. If an additional offer or offers, as
the case may be, are received and the original offer of the Special Servicer or
any Affiliate thereof is the highest of all cash offers received, then the offer
of the Special Servicer or such Affiliate shall be accepted, provided that the
Trustee has otherwise determined, as provided above in this Section 3.18(q),
that such offer constitutes a fair price for any Administered REO Property. Any
offer by the Special Servicer shall be unconditional; and, if accepted, the
subject Administered REO Property shall be transferred to the Special Servicer
without recourse, representation or warranty other than customary
representations as to title given in connection with the sale of a real
property.


                                     -218-




          (r) Subject to Sections 3.18(a) through 3.18(q) above, and further
subject to Section 3.27 and/or Section 6.11, in each case if and as applicable,
the Special Servicer shall act on behalf of the Trustee in negotiating with
independent third parties seeking to purchase an Administered REO Property and
taking any other action necessary or appropriate in connection with the sale of
any Specially Serviced Trust Mortgage Loan or Administered REO Property pursuant
to this Section 3.18, and the collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge prospective
bidders for any Administered REO Property, and may retain, fees that approximate
the Special Servicer's actual costs in the preparation and delivery of
information pertaining to, or evaluating bids for, such Administered REO
Property without obligation to deposit such amounts into any Custodial Account.
Any sale of a Specially Serviced Trust Mortgage Loan or an Administered REO
Property pursuant to this Section 3.18 shall be final and without recourse to
the Trustee or the Trust, and if such sale is consummated in accordance with the
terms of this Agreement, neither the Special Servicer nor the Trustee shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.

          (s) Any sale of a Specially Serviced Trust Mortgage Loan or an
Administered REO Property pursuant to this Section 3.18 shall be for cash only
and shall be on a servicing released basis.

          SECTION 3.19. Additional Obligations of the Master Servicer and
                        Special Servicer; Obligations to Notify Ground Lessors
                        and Hospitality Franchisors; the Special Servicer's
                        Right to Request the Master Servicer to Make Servicing
                        Advance.

          (a) The Master Servicer shall deliver to the Trustee for deposit in
the Collection Account on each Trust Master Servicer Remittance Date, without
any right of reimbursement therefor, an amount equal to the lesser of: (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments Received by the Trust, during the most
recently ended applicable Collection Period, with respect to Performing Serviced
Trust Mortgage Loans and, if it constitutes a "Performing Serviced Mortgage
Loan" (or the equivalent) under the related Outside Servicing Agreement, any
Outside Serviced Trust Mortgage Loan; and (ii) the sum of (1) the aggregate of
all Master Servicing Fees received by the Master Servicer during such Collection
Period with respect to the entire Mortgage Pool (but only to the extent of that
portion thereof calculated at a rate of 0.01% per annum with respect to each and
every Trust Mortgage Loan and REO Trust Mortgage Loan) and (2) the aggregate
amount of Prepayment Interest Excesses received in respect of the entire
Mortgage Pool during such Collection Period; provided, however, that if any
Prepayment Interest Shortfall occurs with respect to any Serviced Trust Mortgage
Loan as a result of the Master Servicer's allowing the Mortgagor to deviate from
the terms of the related loan documents regarding principal prepayments, the
Master Servicer shall be obligated to pay an amount equal to the entire
Prepayment Interest Shortfall with respect to the subject Serviced Trust
Mortgage Loan without any limitation of the kind set forth in clauses (1) and
(2) above.

          (b) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor under a Ground Lease,
even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days) following the Closing Date, notify the related ground lessor of
the transfer of such Serviced Trust Mortgage Loan to the Trust Fund pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer.


                                     -219-




          (c) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor in a hospitality
property (as identified on Schedule VI hereto), not later than the later of (i)
30 days following the Master Servicer's receipt of the subject franchise
agreement and (ii) the expiration of the period that may be required for such
notice pursuant to the terms of the applicable franchise documents, if any,
notify the related hospitality franchisor of the transfer of such Serviced Trust
Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer.

          (d) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request sets forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with respect to a Servicing Advance that it so
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with interest thereon in accordance with
Sections 3.05(a) or 3.05A and/or 3.11(g), as applicable, at the same time, in
the same manner and to the same extent as the Master Servicer is entitled with
respect to any other Servicing Advances made thereby.

          Notwithstanding the foregoing provisions of this Section 3.19(d), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and any Fiscal Agent shall be
entitled to conclusively rely on such determination. Upon making a
determination, in accordance with the applicable requirements under Section
3.11(h), that any Servicing Advance previously made or proposed to be made with
respect to a Specially Serviced Mortgage Loan or an Administered REO Property is
a Nonrecoverable Servicing Advance, the Special Servicer shall report its
determination to the Master Servicer and the Trustee. The Master Servicer, the
Trustee and any Fiscal Agent shall be entitled to conclusively rely on such a
determination by the Special Servicer.

          (e) The Master Servicer (if a Performing Serviced Trust Mortgage Loan
is involved) and the Special Servicer (if a Specially Serviced Trust Mortgage
Loan or an REO Trust Mortgage Loan is involved) shall each be responsible for:
(i) providing on a timely basis to any lender of any related


                                     -220-




mezzanine debt such notices (including with respect to Mortgage Loan defaults),
reports and other information as may be required from the Trust, as holder of
any Trust Mortgage Loan, under any related co-lender, intercreditor or similar
agreement; and (ii) otherwise taking such actions as are required under or
contemplated by the related co-lender, intercreditor or similar agreement to
permit any lender of related mezzanine debt to exercise any purchase option or
cure rights that it may have with respect to any Trust Mortgage Loan under such
related co-lender, intercreditor or similar agreement.

          (f) Upon termination of the Trust Fund, any funds or other assets
remaining in the Loss of Value Reserve Fund, to the extent not otherwise
required to be part of the Available Distribution Amount for the Final
Distribution Date in accordance with Section 3.05(e), shall be distributed to
the Holder or Holders of the Class R-III Certificates. The Trustee and the
Special Servicer shall account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury regulations section 1.860G-2(h) and
not an asset of any REMIC Pool or Grantor Trust Pool. Furthermore, for all
federal tax purposes, the Trustee and the Special Servicer shall treat: (i) any
amounts paid out of the Loss of Value Reserve Fund to the Certificateholders as
distributions by the REMIC Pools for all federal tax purposes; and (ii) any
amounts transferred by a REMIC Pool to the Loss of Value Reserve Fund as amounts
distributed by such REMIC Pool to the beneficial owner of the Loss of Value
Reserve Fund. The Holder or Holders of the Class R-III Certificates will be the
sole beneficial owner(s) of the Loss of Value Reserve Fund for all income and
franchise tax purposes.

          (g) Notwithstanding anything to the contrary in this Agreement, the
Special Servicer (and not the Master Servicer) shall direct, manage, prosecute
and/or defend any and all litigation and/or claims relating to (i) the
enforcement of the obligations of a Mortgagor under the related loan documents
(except with respect to the Outside Serviced Trust Mortgage Loans) and (ii) any
claim or action brought by a Mortgagor against the Trust; provided that, in the
case of a Performing Serviced Trust Mortgage Loan, the Special Servicer shall
only direct, manage, prosecute and/or defend any and all litigation and/or
claims relating to the matters set forth in clauses (i) and (ii) above if it
receives a request to do so from the Controlling Class Representative and if it
receives or is entitled to receive reasonable compensation therefor with respect
to such Performing Serviced Trust Mortgage Loan (and such reasonable
compensation shall be paid directly by the Controlling Class Representative out
of its own funds and not by the Trust) and the Special Servicer shall not be
deemed to have unreasonably withheld or delayed providing its consent to direct,
manage, prosecute and/or defend any and all litigation and/or claims described
in clauses (i) and (ii) above, or to have unreasonably denied such consent, if
it does not receive or is not entitled to receive such reasonable compensation;
and provided, further, that, in the event there is a litigation or claim in
connection with a Performing Serviced Trust Mortgage Loan solely relating to or
affecting the Master Servicer or directed solely against the Master Servicer
(and not the Trust or any other party to this Agreement), then the Master
Servicer and not the Special Servicer shall direct, manage, prosecute and/or
defend such litigation and/or claim; and provided, further, that in the event
there is a litigation or claim relating to or affecting the Master Servicer and,
additionally, the Trust and/or any other party to this Agreement, then the
Special Servicer and not the Master Servicer shall direct, manage, prosecute
and/or defend such litigation and/or claim; and provided, further, that in the
case of such a litigation or claim relating to or affecting the Master Servicer
and additionally the Trust with respect to a Performing Serviced Trust Mortgage
Loan, the Special Servicer shall only direct, manage, prosecute and/or defend
such litigation and/or claim if it receives a request to do so from the
Controlling Class Representative and if it receives or is entitled to receive
reasonable compensation therefor with respect to such Performing Serviced Trust
Mortgage Loan (and such reasonable compensation shall be paid directly by the
Controlling Class Representative out of its own funds and not


                                     -221-




by the Trust) and the Special Servicer shall not be deemed to have unreasonably
withheld or delayed providing its consent to direct, manage, prosecute and/or
defend any such litigation and/or claims, or to have unreasonably denied such
consent, if it does not receive or is not entitled to receive such reasonable
compensation; and provided, further, that, in the case of such a litigation or
claim relating to or affecting the Master Servicer and additionally the Trust
which is being directed, managed, prosecuted and/or defended by the Special
Servicer, the Master Servicer shall (i) be entitled to participate therein and
(ii) consent to any settlement or judgment that may impose liability on or
otherwise materially and adversely affect the Master Servicer; and provided,
further, that (i) in the event that any action, suit, litigation or proceeding
names the Trustee in its individual capacity, or in the event that any judgment
is rendered against the Trustee in its individual capacity, the Trustee, upon
prior written notice to the Special Servicer, may retain counsel and appear in
any such proceeding on its own behalf in order to protect and represent its
interests, except that the Special Servicer shall retain the right to manage and
direct any such action, suit, litigation or proceeding, (ii) in the event of any
action, suit, litigation or proceeding, other than an action, suit, litigation
or proceeding relating to the enforcement of the obligations of a Mortgagor,
guarantor or other obligor under the related Mortgage Loan documents or
otherwise related to the realization of the Trust's interest in any Mortgaged
Property or REO Property with respect thereto, the Special Servicer shall not,
without the prior written consent of the Trustee, (A) initiate any action, suit,
litigation or proceeding in the name of the Trustee, whether in such capacity or
individually, (B) engage counsel to represent the Trustee, or (C) prepare,
execute or deliver any government filings, forms, permits, registrations or
other documents or take any other similar action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state,
and (iii) in the event that any court finds that the Trustee is a necessary
party in respect of any action, suit, litigation or proceeding relating to or
arising from this Agreement or any Mortgage Loan, the Trustee shall have the
right to retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interest, whether as Trustee or individually,
except that the Special Servicer shall retain the right to manage and direct any
such action, suit, litigation or proceeding.

          (h) Without the prior written consent of the applicable Mortgage Loan
Seller, the Master Servicing Group (as defined below) shall not disclose to any
Person employed by the Master Servicer or an affiliate thereof that is part of a
business unit that originates or refinances mortgage loans any information that
the Master Servicing Group has received or obtained or generated or is otherwise
in its possession as a result of its acting as Master Servicer hereunder. In
addition, without the prior written consent of the applicable Mortgage Loan
Seller, the Master Servicing Group shall not take any direct action, nor will it
direct a third party to take any action, to refinance or solicit the refinancing
of any Mortgage Loan. For purposes of this Section 3.19(i), the "Master
Servicing Group" shall mean the business unit of the Master Servicer (which,
with respect to Wachovia Bank, National Association, is called Real Estate Asset
Management) that is in the business of master servicing and/or primary servicing
commercial mortgage loans that are in securitizations. Notwithstanding the
foregoing, the following shall not constitute violations of this Section
3.19(i): (i) dissemination of information or reports as contemplated by this
Agreement, (ii) promotions undertaken by the Master Servicer or any Affiliate of
the Master Servicer which are directed to commercial mortgage loan borrowers,
originators and mortgage brokers generally, which promotions, in each case, are
based upon information that has been acquired from a source other than the
Master Servicing Group, including, without limitation, commercially acquired
mailing lists or information generally available in the public domain, (iii)
actions taken in connection with serving the refinancing needs of a Mortgagor
who, without such solicitation by the Master Servicer as described in the second
preceding sentence, contacts the Master Servicer in connection with the
refinance of such Mortgage Loan, or (iv) actions taken or communications made by


                                     -222-




the Master Servicing Group in connection with the sale or refinance of a
Specially Serviced Mortgage Loan.

          (i) If any Serviced Mortgage Loan provides that the applicable grace
period during which any Monthly Payment is due (without giving rise to a
default) does not commence until after notice is given to the related Mortgagor,
then the Master Servicer shall monitor the receipt of all Monthly Payments with
respect to such Mortgage Loan. If any such Monthly Payment on any such Mortgage
Loan is not received by the related Due Date, then the Master Servicer shall use
reasonable efforts to provide, in accordance with the Servicing Standard, as
soon as reasonably practicable, written notice of such failure to the related
Mortgagor sufficient to cause the commencement of the applicable grace period.

          SECTION 3.20. Modifications, Waivers, Amendments and Consents;
                        Defeasance.

          (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(m) below, and
further subject to Section 3.08, Section 3.27 and/or Section 6.11, in each case
if and as applicable, and any related intercreditor, co-lender or similar
agreement (including, in the case of a Mortgage Loan that is part of a Serviced
Loan Combination, the related Co-Lender Agreement), the Special Servicer (or,
under certain circumstances specified herein, the Master Servicer) may, on
behalf of the Trustee and, in the case of a Serviced Non-Trust Mortgage Loan,
the related Serviced Non-Trust Mortgage Loan Noteholder, agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan and respond to various Mortgagor requests for consent on the part
of the mortgagee (including the lease reviews and lease consents related
thereto), without the consent of the Trustee, any Certificateholder, any
Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer (in the case of
any such action taken by the Special Servicer) or, except as expressly set forth
below, the Special Servicer (in the case of any such action taken by the Master
Servicer). Neither the Master Servicer nor the Special Servicer (in its capacity
as such) may agree with the related Mortgagor to any modification, extension,
waiver or amendment of an Outside Serviced Mortgage Loan.

          (b) All modifications, extensions, waivers or amendments of any
Serviced Mortgage Loan, including the lease reviews and lease consents related
thereto, shall be in writing and shall be considered and effected in a manner
consistent with the Servicing Standard. All modifications, extensions, waivers
or amendments of a Co-Lender Agreement or any other intercreditor agreement
relating to a Serviced Mortgage Loan shall be in writing and shall be considered
and effected in a manner consistent with the Servicing Standard.

          (c) In the case of any Performing Serviced Mortgage Loan, and subject
to the rights of the Special Servicer set forth below, the Master Servicer shall
(without the consent of the Trustee, any Certificateholder, any Serviced
Non-Trust Mortgage Loan Noteholder or, except as expressly set forth herein, the
Special Servicer, the Controlling Class Representative or a Loan Combination
Controlling Party), be responsible for the following:

               (i) approving routine leasing activity (including any
     subordination, standstill and attornment agreements) with respect to any
     lease for less than the lesser of (A) 40,000 square feet and (B) 25% of the
     related Mortgaged Property;

               (ii) approving a change of the property manager at the request of
     the related Mortgagor, provided that (A) the successor property manager is
     not affiliated with the Mortgagor


                                     -223-




     and is a nationally or regionally recognized manager of similar properties,
     (B) the subject Mortgage Loan does not have an outstanding principal
     balance in excess of $5,000,000 and (C) the subject Mortgaged Property does
     not secure a Loan Combination;

               (iii) approving any waiver affecting the timing of receipt of
     financial statements from any Mortgagor, provided that such financial
     statements are delivered no less than quarterly and within 60 days of the
     end of the calendar quarter;

               (iv) approving annual budgets for the related Mortgaged Property;
     provided that no such budget (A) provides for the payment of operating
     expenses in an amount equal to more than 110% of the amounts budgeted
     therefor for the prior year or (B) provides for the payment of any material
     expenses to any affiliate of the Mortgagor (other than the payment of a
     management fee to any property manager if such management fee is no more
     than the management fee in effect on the Cut-off Date);

               (v) subject to other restrictions herein regarding Principal
     Prepayments, waiving any provision of a Mortgage Loan requiring a specified
     number of days notice prior to a Principal Prepayment;

               (vi) approving modifications, consents or waivers (other than
     those set forth in Sections 3.20(d) and (e)) in connection with a
     defeasance permitted by the terms of the subject Performing Serviced
     Mortgage Loan if the Master Servicer receives an Opinion of Counsel (which
     Opinion of Counsel shall be an expense of the Mortgagor) to the effect that
     such modification, waiver or consent would not cause any REMIC Pool to fail
     to qualify as a REMIC under the Code or result in a "prohibited
     transaction" under the REMIC Provisions; and

               (vii) approving or consenting to grants of easements and
     rights-of-way that do not materially affect the use or value of the related
     Mortgaged Property or the related Mortgagor's ability to make payments with
     respect to the subject Serviced Trust Mortgage Loan; provided that the
     subject Serviced Trust Mortgage Loan does not have an outstanding principal
     balance in excess of 2% of the aggregate unpaid principal balance of the
     Mortgage Pool;

provided that, (1) any such modification, waiver or amendment would not in any
way affect a payment term (including (except as provided in Section 3.20(o)
below) a waiver of the payment of assumption fees) of the subject Performing
Serviced Mortgage Loan (other than in the case of a waiver of the payment of
Default Charges), (2) agreeing to such modification, waiver or amendment would
be consistent with the Servicing Standard, (3) agreeing to such modification,
waiver or amendment will not violate the terms, provisions or limitations of
this Agreement and (4) any such modification, waiver or amendment does not
materially violate the terms, conditions and limitations of Section 3.08, if
applicable. With respect to any action proposed to be taken by the Master
Servicer under this Section 3.20(c) where any thresholds in clauses (i) through
(vii) of the preceding sentence are exceeded, or which cannot be taken by the
Master Servicer by reason of the proviso to the previous sentence, the Special
Servicer only may take such action (if and to the extent otherwise permitted
under this Agreement).

          Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08, this Section 3.20(c), Section 3.20(m) and Section 3.20(o), or
otherwise as expressly provided in this Agreement, the Master Servicer may not
agree to waive, modify or amend any term of any Serviced


                                     -224-




Mortgage Loan (including allowing the Mortgagor to deviate from the terms of the
related loan documents regarding principal prepayments) or respond to any
Mortgagor requests for mortgagee consent and shall forward such requests to the
Special Servicer. Furthermore, the Master Servicer may not in any event agree to
any modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would cause an Adverse REMIC Event with respect to any REMIC
Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust Pool.

          (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08,
Section 3.20(e), Section 3.20(m) and Section 3.20(o), the Special Servicer, on
behalf of the Trustee or, in the case of a Serviced Non-Trust Mortgage Loan, the
related Serviced Non-Trust Mortgage Loan Noteholder, shall not agree or consent
to any modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would:

               (i) affect the amount or timing of any scheduled payment of
     principal, interest or other amount (including Prepayment Premiums or Yield
     Maintenance Charges, but excluding Default Charges and, subject to Section
     3.20(o), other amounts payable as additional servicing compensation)
     payable thereunder;

               (ii) affect the obligation of the related Mortgagor to pay a
     Prepayment Premium or Yield Maintenance Charge, or effectuate the waiver of
     any prepayment restriction thereunder or permit a Principal Prepayment
     during any period in which the related loan documents prohibit Principal
     Prepayments;

               (iii) except as expressly contemplated by the related Mortgage or
     pursuant to Section 3.09(d), result in a release of the lien of the
     Mortgage on any material portion of the related Mortgaged Property without
     a corresponding Principal Prepayment in an amount not less than the fair
     market value (as determined by an appraisal by an Independent Appraiser
     delivered to the Special Servicer at the expense of the related Mortgagor
     and upon which the Special Servicer may, absent manifest error,
     conclusively rely) of the property to be released; or

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

          Furthermore, the Special Servicer may not agree to any modification,
extension, waiver or amendment of any term of any Serviced Mortgage Loan that
would cause an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to any Grantor Trust Pool.

          (e) Notwithstanding Section 3.20(d), but subject to Section 3.20(o),
Section 3.27 and/or Section 6.11, in each case if and as applicable, and the
second and third paragraphs of this Section 3.20(e), the Special Servicer may--

               (i) reduce the amounts owing under any Specially Serviced
     Mortgage Loan by forgiving principal, accrued interest (including
     Additional Interest) or any Prepayment Premium or Yield Maintenance Charge,


                                     -225-




               (ii) reduce the amount of the Monthly Payment on any Specially
     Serviced Mortgage Loan, including by way of a reduction in the related
     Mortgage Rate,

               (iii) forbear in the enforcement of any right granted under any
     Mortgage Note, Mortgage or other loan document relating to a Specially
     Serviced Mortgage Loan,

               (iv) accept a Principal Prepayment on any Specially Serviced
     Mortgage Loan during any Lockout Period, or

               (v) extend the maturity of any Specially Serviced Mortgage Loan;

provided that (A) the related Mortgagor is in monetary default or material
non-monetary default with respect to such Specially Serviced Mortgage Loan or,
in the reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable, good faith judgment of the
Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if a Serviced Loan Combination is
involved, would increase the recovery on such Loan Combination to
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole), on a present value basis (the relevant
discounting of anticipated collections that will be distributable to the
Certificateholders (or, in the case of a Serviced Loan Combination, to
Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s)), to be
performed at the related Mortgage Rate(s)), and (C) such modification,
extension, waiver or amendment would not cause an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any
Grantor Trust Pool; and provided, further, that any modification, extension,
waiver or amendment of the payment terms of a Serviced Loan Combination shall be
structured so as to be consistent with the allocation and payment priorities set
forth in the related loan documents and the related Co-Lender Agreement, such
that neither the Trust, as holder of the Trust Mortgage Loan that constitutes
part of that Serviced Loan Combination, on the one hand, nor any of the related
Serviced Non-Trust Mortgage Loan Noteholders, on the other hand, shall gain a
priority over any other such holder with respect to any payment, which priority
is not, as of the date of the related Co-Lender Agreement, reflected in such
loan documents and such Co-Lender Agreement; and provided, further, that, with
respect to any Serviced Loan Combination, to the extent consistent with the
Servicing Standard (taking into account the extent to which any Serviced
Subordinate Non-Trust Mortgage Loan that is part of such Serviced Loan
Combination is junior to the Trust Mortgage Loan and any Pari Passu Non-Trust
Mortgage Loan that is part of the same Serviced Loan Combination), (1) no
waiver, reduction or deferral of any particular amounts due on the Trust
Mortgage Loan or any Pari Passu Non-Trust Mortgage Loan that is part of such
Serviced Loan Combination shall be effected prior to the waiver, reduction or
deferral of the entire corresponding item in respect of each Serviced
Subordinate Non-Trust Mortgage Loan, if any, that is part of such Serviced Loan
Combination, and (2) no reduction of the Mortgage Rate on the Trust Mortgage
Loan or any Pari Passu Non-Trust Mortgage Loan that is part of such Serviced
Loan Combination shall be effected prior to the reduction of the Mortgage Rate
on each Serviced Subordinate Non-Trust Mortgage Loan, if any, that is part of
such Serviced Loan Combination, to the fullest extent possible. In the case of
every other modification, waiver or amendment agreed to by the Special Servicer,
the Special Servicer shall determine and may rely on an Opinion of Counsel
(which Opinion of Counsel shall be at the expense of the Trust Fund to the
extent not paid by the related Mortgagor) to the effect that such modification,
waiver or amendment would not either (1) cause an


                                     -226-




Adverse REMIC Event with respect to any REMIC Pool or (2) result in an Adverse
Grantor Trust Event with respect to any Grantor Trust Pool.

          Notwithstanding the foregoing, in no event shall the Special Servicer:
(i) extend the maturity date of a Serviced Mortgage Loan beyond the date that is
two (2) years prior to the Rated Final Distribution Date; (ii) extend the
maturity date of any Serviced Mortgage Loan for more than five (5) years beyond
its Stated Maturity Date; (iii) if the subject Serviced Mortgage Loan is secured
solely or primarily by a Mortgage on the leasehold interest under a Ground Lease
(but not the related fee interest), extend the maturity date of such Serviced
Mortgage Loan beyond the date which is twenty (20) years (or, to the extent
consistent with the Servicing Standard, giving due consideration to the
remaining term of the Ground Lease, ten (10) years) prior to the expiration of
the term of such Ground Lease or (iv) permit the release or substitution of a
Mortgaged Property or any material portion thereof (other than as expressly
provided in this Agreement or the related Mortgage Loan documents) unless it has
received written confirmation from each Rating Agency that such action will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency.

          The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) and describing in reasonable
detail the basis for the Special Servicer's determination. The Special Servicer
shall attach to such Officer's Certificate any information including but not
limited to income and expense statements, rent rolls, property inspection
reports and appraisals that support such determination.

          (f) Notwithstanding anything to the contrary in this Agreement, none
of the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall give any consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement property manager
or, if such Mortgaged Property is hospitality property, give any consent,
approval or direction regarding the termination of the franchise or the
designation of a new franchise, with respect to any Mortgaged Property that
secures a Serviced Trust Mortgage Loan that has an unpaid principal balance that
is at least equal to the lesser of $35,000,000 and 5% of the then aggregate
principal balance of the Mortgage Pool or constitutes one of the ten (10)
largest (measured by unpaid principal balance) Trust Mortgage Loans in the
Mortgage Pool, unless: (1) the mortgagee is not given discretion under the terms
of the related Mortgage Loan to withhold its consent; or (2) it has received
prior written confirmation from each Rating Agency (and, if a Serviced Loan
Combination is involved and if such Serviced Loan Combination includes a
Specially Designated Securitized Non-Trust Mortgage Loan, each applicable Other
Rating Agency) that such action will not result in an Adverse Rating Event with
respect to any Class of Certificates or class of Specially Designated Non-Trust
Mortgage Loan Securities rated by such rating agency.

          Any party hereto seeking rating agency confirmation with respect to
the matters described above shall deliver a Review Package to such rating
agency.

          (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan, notwithstanding that the terms of
such modification, extension,


                                     -227-




waiver or amendment so permit. The foregoing shall in no way limit the Special
Servicer's ability to charge and collect from the Mortgagor costs otherwise
collectible under the terms of the related Mortgage Note.

          (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

          (i) The Special Servicer and Master Servicer shall each notify the
other, any related Sub-Servicers, the Trustee and, if a Serviced Non-Trust
Mortgage Loan is affected, the related Serviced Non-Trust Mortgage Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Serviced Mortgage Loan (including fees charged the Mortgagor)
agreed to by it and the date thereof, and shall deliver to the Trustee or any
related Custodian for deposit in the related Mortgage File (with a copy to be
delivered to or retained by, as applicable, the Master Servicer and, if a
Serviced Non-Trust Mortgage Loan is affected, the related Serviced Non-Trust
Mortgage Loan Noteholder), an executed counterpart of the agreement relating to
such modification, extension, waiver or amendment promptly following execution
and delivery thereof, to be followed by an original recorded counterpart
promptly following the recordation (and receipt) thereof.

          (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Serviced Mortgage Loan, whether
pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

          (k) If, with respect to any Serviced Mortgage Loan (1) under which the
lender can require defeasance in lieu of prepayment, or (2) that permits
defeasance, the Master Servicer shall receive a notice from the related
Mortgagor that it intends to prepay or defease, as applicable, such Serviced
Mortgage Loan in accordance with the terms thereof, then the Master Servicer
shall, subject to the next paragraph and the related loan documents, (i) only
(x) in the case of a Serviced Mortgage Loan under clause (1) above and (y) if
such notice is received by the Master Servicer prior to any related prepayment
provision period designated as "O(z)" on Annex A-1 to the Prospectus Supplement
with respect to such Serviced Mortgage Loan and the intended prepayment or
defeasance, as applicable, is anticipated to be effected prior to the
commencement of such period, promptly respond to such notice in a manner which
would require that the Mortgagor pledge Defeasance Collateral in lieu of such
prepayment pursuant to the terms of the related Mortgage Note, and (ii) upon the
written confirmation from each Rating Agency (and if a Serviced Loan Combination
that includes a Specially Designated Securitized Non-Trust Mortgage Loan is
involved, and any related Specially Designated Non-Trust Mortgage Loan
Securities are rated by any Other Rating Agency that is not a Rating Agency,
from such


                                     -228-




Other Rating Agency) that the acceptance of a pledge of the Defeasance
Collateral (or, in the case of a Serviced Mortgage Loan under clause (1) above,
that the acceptance of a pledge of the Defeasance Collateral in lieu of a full
prepayment) will not result in an Adverse Rating Event with respect to any Class
of Certificates or class of Specially Designated Non-Trust Mortgage Loan
Securities rated by such rating agency, take such further action as provided in
such Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee
of record on behalf of the Certificateholders and, in the case of a Serviced
Loan Combination, the affected Serviced Non-Trust Mortgage Loan Noteholder(s));
provided that the written confirmation contemplated by clause (ii) above shall
not be required from (A) S&P, in the case of a Serviced Trust Mortgage Loan (1)
with an unpaid principal balance less than or equal to $35,000,000, (2) that
constitutes less than 5% of the aggregate unpaid principal balance of the
Mortgage Pool and (3) that does not then constitute one of the ten largest
(measured by unpaid principal balance) Trust Mortgage Loans in the Mortgage
Pool, so long as, in lieu of obtaining such written confirmation from S&P, the
Master Servicer delivers to S&P a certification in the form attached hereto as
Exhibit M (a "Defeasance Certificate"), or (B) Moody's in the case of any
Serviced Trust Mortgage Loan (1) with an unpaid principal balance less than or
equal to $25,000,000, (2) that constitutes less than 2% of the aggregate unpaid
principal balance of the Mortgage Pool and (3) that does not then constitute one
of the ten (10) largest (measured by unpaid principal balance) Trust Mortgage
Loans in the Mortgage Pool, so long as, in lieu of obtaining such written
confirmation from Moody's, the Master Servicer delivers to Moody's a Defeasance
Certificate; and provided, further, that, the written confirmation contemplated
by clause (ii) above shall not be required from S&P and/or Moody's (provided the
Master Servicer delivers a Defeasance Certificate to the applicable Rating
Agency), as applicable, in the event the subject Serviced Trust Mortgage Loan
complies with the then current applicable guidelines set forth by such Rating
Agency, or the unpaid principal balance of the subject Serviced Trust Mortgage
Loan, the percentage the subject Serviced Trust Mortgage Loan constitutes of the
Mortgage Pool or the relative size of the subject Serviced Trust Mortgage Loan
with respect to the Mortgage Pool, as applicable, does not exceed the then
current applicable threshold for review as set forth by such Rating Agency.

          Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under any Serviced Mortgage Loan that is also a Defeasance Mortgage
Loan if (i) such defeasance would occur within two (2) years of the Startup Day,
(ii) the Defeasance Collateral shall not be Government Securities, (iii) an
opinion of counsel confirming that the Trustee has a first priority security
interest in the Defeasance Collateral is not delivered, (iv) the defeased note
is not held by a special purpose entity with no material assets other than
Defeasance Collateral, (v) a certification from a firm of independent public
accountants confirming the adequacy of the Defeasance Collateral is not
delivered, (vi) all costs to be incurred in connection with such defeasance
(including Rating Agency fees, accountants' fees and costs incurred in
connection with any required opinions of counsel) would not be paid by the
related Mortgagor, or (vii) unless such confirmation is not required pursuant to
the first paragraph of this Section 3.20(k), either Rating Agency does not
confirm in writing to the Master Servicer that the acceptance of a pledge of the
Defeasance Collateral (in lieu of a full prepayment, if applicable) will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency.

          All expenses related to the defeasance of a Serviced Mortgage Loan
shall be charged to the related Mortgagor or other responsible party.


                                     -229-




          With respect to any Defeasance Serviced Trust Mortgage Loan, to the
extent the related Mortgage Loan documents expressly grant the lender or its
designee the right to appoint a successor borrower (or words of similar import)
thereunder in connection with a defeasance, the Trustee hereby designates LBHI
(if such Defeasance Serviced Trust Mortgage Loan is a Lehman Trust Mortgage
Loan) or the related Unaffiliated Mortgage Loan Seller (if such Defeasance
Serviced Trust Mortgage Loan is a Non-Lehman Trust Mortgage Loan) as its
designee with respect to the exercise of, and hereby grants to LBHI (if such
Defeasance Serviced Trust Mortgage Loan is a Lehman Trust Mortgage Loan) or the
related Unaffiliated Mortgage Loan Seller (if such Defeasance Serviced Trust
Mortgage Loan is a Non-Lehman Trust Mortgage Loan) the right, in its capacity as
designee of the Trustee as holder of the subject Serviced Trust Mortgage Loan,
to exercise, the right and/or obligation of the lender under the related
Mortgage Loan documents to appoint a "successor borrower" (as defined under the
related Mortgage Loan documents) or words of similar import, to hold and pledge
the related Defeasance Collateral in the event a related Mortgagor exercises its
right pursuant to the related Mortgage Loan documents to defease the subject
Serviced Trust Mortgage Loan and obtain the release of all or a portion of the
related Mortgaged Property from the lien of the related Mortgage (provided that
such rights and/or obligations as successor borrower shall be exercised in
accordance with customary terms and costs). In connection with the foregoing, if
the Master Servicer or the Trustee, as holder of the subject Defeasance Serviced
Trust Mortgage Loan, receives written notice from the related Mortgagor that it
intends to defease the subject Defeasance Serviced Trust Mortgage Loan in
accordance with the related Mortgage Loan documents, then the Trustee or the
Master Servicer, as the case may be, shall send a copy of such written notice to
LBHI (if such Defeasance Serviced Trust Mortgage Loan is a Lehman Trust Mortgage
Loan) or the related Unaffiliated Mortgage Loan Seller (if such Defeasance
Serviced Trust Mortgage Loan is a Non-Lehman Trust Mortgage Loan) or (if LBHI or
the related Unaffiliated Mortgage Loan Seller, as the case may be, has notified
the Master Servicer or the Trustee, as the case may be, in writing that it has
appointed a designee and has provided such party with such designee's contact
information for any notice required in connection therewith) the designee of
LBHI or the related Unaffiliated Mortgage Loan Seller, as the case may be,
promptly after receipt of such written notice. If, however, the Master Servicer,
in accordance with the Servicing Standard, determines that neither LBHI nor its
designee (if such Defeasance Serviced Trust Mortgage Loan is a Lehman Trust
Mortgage Loan) or neither the related Unaffiliated Mortgage Loan Seller nor its
designee (if such Defeasance Serviced Trust Mortgage Loan is a Non-Lehman Trust
Mortgage Loan), as the case may be, is performing the duties related to the
appointment of a successor borrower in a timely manner and/or in accordance with
the provisions of the related Mortgage Loan documents (after LBHI or the related
Unaffiliated Mortgage Loan Seller, as the case may be, and the applicable
designee having been provided with written notice in accordance with this
paragraph and a reasonable period of time (which shall not be less than five (5)
Business Days) to perform such duties), then the Master Servicer (or a designee
of the Master Servicer) shall itself perform those obligations under the related
Mortgage Loan documents in accordance with the Servicing Standard, applicable
law and the related Mortgage Loan documents, and thereupon the appointment of
LBHI or its designee (if such Defeasance Serviced Trust Mortgage Loan is a
Lehman Trust Mortgage Loan), or the related Unaffiliated Mortgage Loan Seller or
its designee (if such Defeasance Serviced Trust Mortgage Loan is a Non-Lehman
Trust Mortgage Loan), as the case may be, in connection therewith shall be null
and void. In the event, with respect to a Defeasance Serviced Trust Mortgage
Loan, that LBHI or its designee (if such Defeasance Serviced Trust Mortgage Loan
is a Lehman Trust Mortgage Loan), the related Unaffiliated Mortgage Loan Seller
or its designee (if such Defeasance Serviced Trust Mortgage Loan is a Non-Lehman
Trust Mortgage Loan), or the Master Servicer or a designee of the Master
Servicer, actually appoints a successor borrower in accordance with the related
Mortgage Loan documents and the foregoing provisions of this paragraph and the
relevant


                                     -230-




portion or all, as applicable, of the subject Mortgaged Property is released
from the lien of the related Mortgage, then, to the extent provided under the
related Mortgage Loan documents, such successor borrower shall succeed to all of
the rights and obligations of the original Mortgagor under such Defeasance
Serviced Trust Mortgage Loan. If LBHI or the related Unaffiliated Mortgage Loan
Seller, as the case may be, by written notice to the Trustee and the Master
Servicer, designates a third party to exercise its rights under this paragraph
and provides contact information therefor, then the Trustee and the Master
Servicer shall be entitled to conclusively rely on such notice and, in such
event, all notices required to be delivered to LBHI or the related Unaffiliated
Mortgage Loan Seller, as the case may be, pursuant to this paragraph shall be
delivered to the designee of LBHI or the related Unaffiliated Mortgage Loan
Seller, as the case may be.

          (l) If the Master Servicer receives notice from the Mortgagor under
any Early Defeasance Trust Mortgage Loan that such Mortgagor intends to defease
such Early Defeasance Trust Mortgage Loan, in whole or in part, on or before the
second anniversary of the Closing Date, then promptly after receipt of such
notice the Master Servicer shall calculate or cause to be calculated the cash
amount required to be tendered by such Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to defease such Early
Defeasance Trust Mortgage Loan. If (i) the defeasance is to be in full and the
cash amount required to be tendered by the Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to defease the subject Early
Defeasance Trust Mortgage Loan (in accordance with the related loan documents)
is less than an amount equal to the Purchase Price (calculated as if the subject
Serviced Trust Mortgage Loan was to be repurchased in connection with a Material
Breach or Material Document Defect as of the date such defeasance is scheduled
to occur), or (ii) the defeasance is to be in part, or (iii) the defeasance is
to be in full and the related Mortgagor is to tender Defeasance Collateral or
such other collateral as is permitted in connection with a defeasance under the
related loan documents that does not constitute a cash amount equal to or
greater than the Purchase Price set forth in clause (i) above, then the Master
Servicer shall promptly notify the Depositor (if such Early Defeasance Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the related Unaffiliated
Mortgage Loan Seller (if such Early Defeasance Trust Mortgage Loan is a
Non-Lehman Trust Mortgage Loan), and upon delivery by the related Mortgagor of
the Defeasance Collateral, or cash sufficient to purchase the Defeasance
Collateral, contemplated by the related loan documents, the Depositor (if such
Early Defeasance Trust Mortgage Loan is a Lehman Trust Mortgage Loan) or the
related Unaffiliated Mortgage Loan Seller (if such Early Defeasance Trust
Mortgage Loan is a Non-Lehman Trust Mortgage Loan) shall be required, pursuant
to or as contemplated by Section 2.03(i) (if applicable), to repurchase such
Early Defeasance Trust Mortgage Loan on or before the proposed date on which
such Early Defeasance Trust Mortgage Loan will be defeased. The Master Servicer
shall use reasonable efforts to require the Depositor or the related
Unaffiliated Mortgage Loan Seller, as applicable, to make any such required
repurchase described above. If the defeasance is to be in full and the cash
amount required to be tendered by the Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to purchase the Defeasance
Collateral or other permitted collateral required to defease the subject Early
Defeasance Trust Mortgage Loan is equal to or exceeds an amount equal to the
Purchase Price set forth in clause (i) of the preceding sentence (as calculated
as of the date such purchase is to be made), then the Master Servicer shall,
notwithstanding the related loan documents, (i) treat the cash amount tendered
by such Mortgagor to defease the subject Early Defeasance Trust Mortgage Loan as
a prepayment in full of such Early Defeasance Trust Mortgage Loan (provided that
no Prepayment Interest Shortfalls shall be payable by the Master Servicer in
connection therewith) by the related Mortgagor on the related Due Date
coinciding with or next succeeding the defeasance date (and any Excess
Defeasance Deposit Proceeds


                                     -231-




shall be allocated by the Trustee among and paid to the Certificateholders in
accordance with Section 4.01, with any Excess Defeasance Deposit Proceeds to
constitute, and be treated in the same manner as a payment of any other type of,
Prepayment Consideration), (ii) deposit in the Pool Custodial Account the cash
amount tendered by such Mortgagor to purchase the Defeasance Collateral or other
permitted collateral required to defease the subject Early Defeasance Trust
Mortgage Loan, (iii) mark the Mortgage Note "cancelled" and return it to such
Mortgagor, and (iv) take such other and further action, including the release of
the Mortgage with respect to the related Mortgaged Property, consistent with the
prepayment in full of such Mortgage Loan. The Master Servicer shall promptly
notify the Depositor and/or the related Unaffiliated Mortgage Loan Seller, as
applicable, of the foregoing.

          (m) With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, subject to obtaining the
Special Servicer's consent, to waive (such waiver to be in writing addressed to
the related Mortgagor, with a copy to the Trustee) all or any portion of the
accrued Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage
Loan is a Performing Serviced Mortgage Loan, (ii) prior to the related maturity
date, the related Mortgagor has requested the right to prepay such ARD Mortgage
Loan in full together with all payments required under such ARD Mortgage Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably likely to produce a greater
payment to Certificateholders (as a collective whole) on a present value basis
(the relevant discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Mortgage Rate) than a
refusal to waive the right to such Additional Interest. Neither the Master
Servicer nor the Special Servicer shall have any liability to the Trust, the
Certificateholders or any other Person so long as such determination is
exercised in accordance with the Servicing Standard.

          (n) Notwithstanding anything to the contrary in this Agreement, none
of the Special Servicer, the Master Servicer or the Trustee shall: (i) enter
into to any amendment or modification of any Co-Lender Agreement, the effect of
which would materially and adversely affect the interests of, or materially
increase or change the obligations of, any other such Person under such
Co-Lender Agreement, without first consulting with and obtaining the consent of
such other Person; or (ii) enter into any amendment or modification of any
Co-Lender Agreement unless such amendment or modification was consistent with
the Servicing Standard and satisfied the requirements for such amendments and
modifications set forth in the Co-Lender Agreement.

          (o) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer shall waive, modify or
reduce any amount constituting an assumption fee (or portion thereof) payable by
a Mortgagor if and to the extent such assumption fee (or applicable portion
thereof) would be payable to the other such party as additional servicing
compensation, as the case may be, without the consent of such other party. To
the extent that the Master Servicer and the Special Servicer, in accordance with
the preceding sentence, waive (or consent to a waiver of, as applicable) any
amount constituting an assumption fee (or applicable portion thereof) in respect
of any Mortgage Loan, the respective amounts of additional servicing
compensation payable to the Master Servicer and the Special Servicer from such
assumption fee (or applicable portion thereof) shall be reduced proportionately
based upon the respective amounts that would have been payable thereto as
additional servicing compensation from such assumption fee (or applicable
portion thereof) if such waiver had not been granted.


                                     -232-




          SECTION 3.21. Transfer of Servicing Between Master Servicer and
                        Special Servicer; Record Keeping.

          (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan that had otherwise been a Performing
Serviced Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall promptly give notice thereof (or, if
applicable, the Special Servicer shall promptly give notice thereof to the
Master Servicer), and the Master Servicer shall deliver a copy of the related
Servicing File, to the Special Servicer and shall use reasonable efforts to
provide the Special Servicer with all information, documents (or copies thereof)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five (5) Business Days of
the occurrence of each related Servicing Transfer Event (or of notice of the
occurrence of such Servicing Transfer Event, if applicable); provided, however,
that if the information, documents and records requested by the Special Servicer
are not contained in the Servicing File, the Master Servicer shall have such
period of time as reasonably necessary to make such delivery. The Special
Servicer may, absent manifest error, conclusively rely on the Master Servicer's
determination (and the Master Servicer may, absent manifest error, conclusively
rely on the Special Servicer's determination, as applicable) that a Servicing
Transfer Event has occurred giving rise to a Serviced Mortgage Loan's becoming a
Specially Serviced Mortgage Loan. The Special Servicer shall not be liable or in
default hereunder for any reasonable act or failure to act because of or arising
out of the Master Servicer's failure to deliver information, documents or
records with respect to any Specially Serviced Mortgage Loan in accordance with
the requirements hereof.

          Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five (5) Business Days of such occurrence return the related Servicing
File, together with any and all new information, documents and records relating
to the subject Mortgage Loan that were not part of the Servicing File when it
was delivered to the Special Servicer, to the Master Servicer (or such other
Person as may be directed by the Master Servicer) and upon giving such notice,
and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

          Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Serviced Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at


                                     -233-




anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

          (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

          (c) Upon request (and to the extent not otherwise already provided by
the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (x) through (xvii) and (xxii) of Section 4.02(a) (with respect to
information set forth in such clauses related to prior Distribution Dates and/or
periods, the Special Servicer may, absent manifest error, conclusively rely on
information furnished to it by the Master Servicer or the Trustee) and, insofar
as it relates to the Special Servicer, the information described in clauses
(xxvi), (xxvii) and (xxxii) of Section 4.02(a), (2) the amount of all payments,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and
the amount of any Realized Loss incurred, with respect to each Specially
Serviced Mortgage Loan during the related Collection Period, and the amount of
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and
the amount of any Realized Loss incurred, with respect to each Administered REO
Property during the related Collection Period, (3) the amount, purpose and date
of all Servicing Advances made by the Special Servicer with respect to each
Specially Serviced Mortgage Loan and Administered REO Property during the
related Collection Period, (4) in writing, a brief narrative summary of the
status of each Specially Serviced Mortgage Loan and (5) such additional
information relating to the Specially Serviced Mortgage Loans and Administered
REO Properties as the Master Servicer reasonably requests to enable it to
perform its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and Administered REO Properties and shall provide the Special Servicer with any
information reasonably available to the Master Servicer required by the Special
Servicer to perform its duties under this Agreement.

          SECTION 3.22. Sub-Servicing Agreements.

          (a) Subject to Section 3.22(b) and Section 3.22(f), the Master
Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of their respective
obligations hereunder, provided that in each case, the Sub-Servicing Agreement:
(i) is consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
(provided that any Sub-Servicer identified on Exhibit K-1 hereto shall not be
required to comply with the provisions of Section 3.19(i)) and, with the
exception of Sections 7.01(a)(x) through (xiii), provides for events of default
with respect to the Sub-Servicer substantially the same as those set forth in
Section 7.01 (modified as necessary to apply to the Sub-Servicer's obligations
under the Sub-Servicing Agreement); (ii) provides


                                      -234-




that if the Master Servicer or the Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including by reason of
an Event of Default), the Trustee or its designee may thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such sub-servicing agreement or may terminate such sub-servicing agreement
without cause and without payment of any penalty or termination fee (provided,
however, that those Sub-Servicing Agreements in effect as of the Closing Date
(or, if being negotiated as of the Closing Date, in effect within 90 days
thereafter) may only be terminated by the Trustee or its designee as
contemplated by Section 3.22(d) hereof and in such additional manner as is
provided in such Sub-Servicing Agreement); (iii) provides that the Trustee, for
the benefit of the Certificateholders and, in the case of a Sub-Servicing
Agreement relating to a Serviced Loan Combination, the related Serviced
Non-Trust Mortgage Loan Noteholder(s), shall each be a third-party beneficiary
under such sub-servicing agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Trust, any successor Master
Servicer or the Special Servicer, as the case may be, any Serviced Non-Trust
Mortgage Loan Noteholder or any Certificateholder shall have any duties under
such agreement or any liabilities arising therefrom; (iv) permits any purchaser
of a Serviced Trust Mortgage Loan pursuant to this Agreement to terminate such
sub-servicing agreement with respect to such purchased Trust Mortgage Loan at
its option and without penalty; (v) does not permit the Sub-Servicer to enter
into or consent to any modification, extension, waiver or amendment or otherwise
take any action on behalf of the Master Servicer or the Special Servicer
contemplated by Section 3.08, Section 3.09 and Section 3.20 (other than Section
3.20(c)(iv)) hereof without the consent of the Master Servicer or Special
Servicer, as the case may be; (vi) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust Fund;
(vii) provides that, if the Sub-Servicer constitutes an Additional Item 1123
Servicer, then it will deliver to the applicable parties an Annual Statement of
Compliance in respect of the Sub-Servicer as and when contemplated by Section
3.13; (viii) provides that, if the Sub-Servicer constitutes a Sub-Servicing
Function Participant, then it will deliver, or cause to be delivered, to the
applicable parties, an Annual Assessment Report in respect of the Sub-Servicer
and a corresponding Annual Attestation Report (together with, if required to be
filed with the Commission under applicable law, the consent of the applicable
registered public accounting firm to file such corresponding Annual Attestation
Report with the Commission) as and when contemplated by Section 3.14; (ix)
provides that the Sub-Servicer will deliver to the Master Servicer a backup
certification substantially similar to the Master Servicer Backup Certification
with respect to the Sub-Servicer, with such delivery to occur at or before the
same times, and under the same circumstances, as the Master Servicer Backup
Certification to be delivered by or with respect to the Master Servicer (except
that each such document delivered by the Sub-Servicer shall only cover the
Mortgage Loans being subserviced thereby); and (x) includes a representation by
the Sub-Servicer that such Sub-Servicer is not an "affiliate" (as such term is
defined in Section III of PTE 2000-58) of the Trustee or of any "affiliate" (as
such term is defined in Section III of PTE 2000-58) of the Trustee (provided
that this clause (x) shall not apply to a Sub-Servicer listed on Exhibit K-1
hereto). In addition, each Sub-Servicing Agreement entered into by the Master
Servicer (including any with an effective date on or before the Closing Date)
shall provide that such agreement shall, with respect to any Serviced Mortgage
Loan serviced thereunder, terminate at the time such Mortgage Loan becomes a
Specially Serviced Mortgage Loan (or, alternatively, be subject to the Special
Servicer's rights to service such Serviced Mortgage Loan for so long as such
Mortgage Loan continues to be a Specially Serviced Mortgage Loan), and each
Sub-Servicing Agreement entered into by the Special Servicer shall relate only
to Specially Serviced Mortgage Loans and shall terminate with respect to any
such Mortgage Loan which ceases to be a


                                      -235-




Specially Serviced Mortgage Loan. The Master Servicer and the Special Servicer
each shall deliver to the Trustee and each other copies of all Sub-Servicing
Agreements (and, to the related Serviced Non-Trust Mortgage Loan Noteholder, a
copy of any Sub-Servicing Agreement in respect of a Serviced Non-Trust Mortgage
Loan), as well as any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. References in
this Agreement to actions taken or to be taken by the Master Servicer or the
Special Servicer include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Master Servicer or the Special Servicer hereunder to make P&I
Advances or Servicing Advances shall be deemed to have been advanced by the
Master Servicer or the Special Servicer, as the case may be, out of its own
funds and, accordingly, such P&I Advances or Servicing Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer or the Special Servicer, as the
case may be. For so long as they are outstanding, Advances shall accrue interest
in accordance with Sections 3.11(g) or 4.03(d), as applicable, such interest to
be allocable between the Master Servicer or the Special Servicer, as the case
may be, and such Sub-Servicer as they may agree. For purposes of this Agreement,
the Master Servicer and the Special Servicer each shall be deemed to have
received any payment when a Sub-Servicer retained by it receives such payment.
The Master Servicer and the Special Servicer each shall notify the other, the
Trustee, the Depositor, the Controlling Class Certificateholders and, if a
Serviced Loan Combination is involved, the related Non-Trust Mortgage Loan
Noteholder(s) in writing promptly of the appointment by it of any Sub-Servicer
(other than any Sub-Servicer identified on Exhibit K-1 that is servicing any of
the Serviced Mortgage Loans on the Closing Date). The Master Servicer and the
Special Servicer shall each notify the Trustee and the Depositor in writing,
promptly upon becoming aware thereof, whether any Sub-Servicer retained by it
constitutes an Additional Item 1123 Servicer or a Sub-Servicing Function
Participant. The initial Special Servicer hereby represents and warrants that,
as of the Closing Date, it has not retained and does not expect to retain any
particular Person or group of affiliated Persons to act as a Sub-Servicer with
respect to 10% or more of the Mortgage Pool (by balance). The initial Master
Servicer hereby represents and warrants that the only Persons with which it has
entered into or is negotiating a Sub-Servicing Agreement as of the Closing Date
are listed on Exhibit K-1 and, in each such case, the Sub-Servicing Agreement
shall not cover any Mortgage Loan (other than the Mortgage Loans identified on
Exhibit K-1 hereto with respect to such Sub-Servicer) that the subject
Sub-Servicer did not primary service prior to the Closing Date.

          (b) Each Sub-Servicer (i) shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law, and (ii) except
for any Sub-Servicer that is servicing any of the Serviced Mortgage Loans on the
Closing Date (which Sub-Servicers are identified on Exhibit K-1 hereto), shall
be an approved conventional seller/servicer of mortgage loans for FHLMC or
Fannie Mae or a HUD-Approved Servicer.

          (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of a Serviced Loan
Combination, also for the benefit of the related Serviced Non-Trust Mortgage
Loan Noteholder(s), shall (at no expense to the Trustee, any Certificateholder,
any Serviced Non-Trust Mortgage Loan Noteholder or the Trust Fund) monitor the
performance and enforce the obligations of their respective Sub-Servicers under
the related Sub-Servicing Agreements. Such enforcement, including the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate


                                      -236-




remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer or the Special Servicer, as applicable, in its good
faith business judgment, would require were it the owner of the subject Serviced
Mortgage Loans.

          (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with
such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing Agreement with a
Sub-Servicer that was a party to a Sub-Servicing Agreement as of the Closing
Date, if such new Sub-Servicing Agreement amends, alters or fails to restate any
rights of any Underwriter or Mortgage Loan Seller under the existing
Sub-Servicing Agreement with respect to the termination of the Sub-Servicer and
the appointment of a successor thereto or any rights of any Underwriter or
Mortgage Loan Seller as a third-party beneficiary under such Sub-Servicing
Agreement, unless the successor Master Servicer has obtained the prior written
consent to the terms of such new Sub-Servicing Agreement from such Underwriter
or Mortgage Loan Seller, as the case may be; or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

          (e) Notwithstanding any Sub-Servicing Agreement or the use of any
Servicing Representative, the Master Servicer and the Special Servicer shall
remain obligated and liable to the Trustee, the Certificateholders and the
Serviced Non-Trust Mortgage Loan Noteholder(s) for the performance of their
respective obligations and duties under this Agreement in accordance with the
provisions hereof to the same extent and under the same terms and conditions as
if each alone were servicing and administering the Serviced Mortgage Loans
and/or Administered REO Properties for which it is responsible. The Master
Servicer and the Special Servicer shall each be responsible (without right of
reimbursement) for all compensation of each Sub-Servicer or other Servicing
Representative retained by it.

          (f) Notwithstanding the above, the Special Servicer may not enter into
any Sub-Servicing Agreement without the approval of the Controlling Class
Representative. In addition, notwithstanding anything herein to the contrary,
until the Trustee files a Form 15 with respect to the Trust in accordance with
Section 8.15, the Special Servicer shall not retain or engage any Sub-Servicer
or other Servicing Representative without the reasonable approval of the
Depositor; provided that the Depositor shall be deemed reasonable in denying its
consent to the appointment of any such Sub-Servicer or other Servicing
Representative if the proposed Person would be reasonably likely to be
considered an Additional Item 1123 Servicer and/or a Sub-Servicing Function
Participant for purposes of Section 3.13 and/or Section 3.14, as applicable, or
if the proposed Person is known to have failed to deliver any report comparable
to the Annual Statement of Compliance, the Annual Assessment Report


                                      -237-




or the Annual Attestation Report in any other securitization transaction.
Furthermore, notwithstanding anything herein to the contrary, until the Trustee
files a Form 15 with respect to the Trust in accordance with Section 8.15, the
Master Servicer shall not retain or engage any Sub-Servicer or any other
Servicing Representative without the approval of the Depositor, but (in the case
of the initial Master Servicer) only if and to the extent that such approval is
required under the Master Servicer Indemnification Agreement. The agreements set
forth in this Section 3.22(f) are in addition to any other agreements (including
any applicable indemnity arrangements) that the parties hereto may have with
respect to the subject matter of this Section 3.22(f).

          SECTION 3.23. Representations and Warranties of the Master Servicer.

          (a) The Master Servicer, in such capacity, hereby represents, warrants
and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

               (i) The Master Servicer is a national banking association, duly
     organized under the laws of the United States of America, and the Master
     Servicer is in compliance with the laws of each state in which any
     Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement.

               (ii) The execution and delivery of this Agreement by the Master
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Master Servicer, will not: (A) violate the Master
     Servicer's organizational documents; or (B) constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     material instrument to which it is a party or which is applicable to it or
     any of its assets, which default or breach, in the good faith and
     reasonable judgment of the Master Servicer, would reasonably be expected to
     affect materially and adversely either the ability of the Master Servicer
     to perform its obligations under this Agreement or the financial condition
     of the Master Servicer.

               (iii) The Master Servicer has the full power and authority to
     enter into and consummate all transactions contemplated by this Agreement,
     has duly authorized the execution, delivery and performance of this
     Agreement, and has duly executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Master Servicer, enforceable against the
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, receivership, insolvency, reorganization, moratorium
     and other laws affecting the enforcement of creditors' (including bank
     creditors') rights generally, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

               (v) The Master Servicer is not in violation of, and its execution
     and delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in the Master Servicer's good faith and reasonable judgment, is
     likely to affect


                                      -238-




     materially and adversely either the ability of the Master Servicer to
     perform its obligations under this Agreement or the financial condition of
     the Master Servicer.

               (vi) No litigation is pending or, to the best of the Master
     Servicer's knowledge, threatened, against the Master Servicer, the outcome
     of which, in the Master Servicer's good faith and reasonable judgment,
     could reasonably be expected to prohibit the Master Servicer from entering
     into this Agreement or materially and adversely affect the ability of the
     Master Servicer to perform its obligations under this Agreement.

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Master Servicer of or compliance
     by the Master Servicer with this Agreement or the consummation of the
     transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Master Servicer under this Agreement.

               (viii) The Master Servicer possesses all insurance required
     pursuant to Section 3.07(c) of this Agreement.

               (ix) The Master Servicer has reviewed all Sub-Servicing
     Agreements in effect as of the Closing Date and will review all
     Sub-Servicing Agreements entered into by it after the Closing Date.

          (b) The representations and warranties of the Master Servicer set
forth in Section 3.23(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

          (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.23(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.23(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

          SECTION 3.24. Representations and Warranties of the Special Servicer.

          (a) The Special Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

               (i) The Special Servicer is a limited liability company validly
     existing and in good standing under the laws of the State of Massachusetts,
     and the Special Servicer is in compliance with the laws of each state in
     which any Mortgaged Property is located to the extent necessary to perform
     its obligations under this Agreement.


                                      -239-




               (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not: (A) violate the Special
     Servicer's organizational documents; or (B) constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     material instrument to which it is a party or which is applicable to it or
     any of its assets, which default or breach, in the good faith and
     reasonable judgment of the Special Servicer, would reasonably be expected
     to affect materially and adversely either the ability of the Special
     Servicer to perform its obligations under this Agreement or the financial
     condition of the Special Servicer.

               (iii) The Special Servicer has the full power and authority to
     enter into and consummate all transactions contemplated by this Agreement,
     has duly authorized the execution, delivery and performance of this
     Agreement, and has duly executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Special Servicer, enforceable against the
     Special Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, moratorium and other
     laws affecting the enforcement of creditors' rights generally, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

               (v) The Special Servicer is not in violation of, and its
     execution and delivery of this Agreement and its performance and compliance
     with the terms of this Agreement will not constitute a violation of, any
     law, any order or decree of any court or arbiter, or any order, regulation
     or demand of any federal, state or local governmental or regulatory
     authority, which violation, in the Special Servicer's good faith and
     reasonable judgment, is likely to affect materially and adversely either
     the ability of the Special Servicer to perform its obligations under this
     Agreement or the financial condition of the Special Servicer.

               (vi) No litigation is pending or, to the best of the Special
     Servicer's knowledge, threatened, against the Special Servicer, the outcome
     of which, in the Special Servicer's good faith and reasonable judgment,
     could reasonably be expected to prohibit the Special Servicer from entering
     into this Agreement or materially and adversely affect the ability of the
     Special Servicer to perform its obligations under this Agreement.

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Special Servicer of or
     compliance by the Special Servicer with this Agreement or the consummation
     of the transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Special Servicer under this Agreement.

               (viii) The Special Servicer possesses all insurance required
     pursuant to Section 3.07(c) of this Agreement.


                                      -240-




          (b) The representations and warranties of the Special Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

          (c) Any successor Special Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

          SECTION 3.25. Certain Matters Regarding Mezzanine Debt.

          (a) The parties hereto acknowledge that there may exist one or more
Mezzanine Loans relating to any particular Trust Mortgage Loan and that such
Trust Mortgage Loan may be subject to the terms and conditions of the related
Mezzanine Intercreditor Agreement.

          (b) If a Mezzanine Loan exists that relates to any particular Trust
Mortgage Loan, then the Special Servicer (if such Trust Mortgage Loan is a
Specially Serviced Mortgage Loan or has become an REO Loan) or the Master
Servicer (otherwise), as applicable, shall take all actions relating to the
preparation and delivery of statements, reports, notices and other information
with respect to such Trust Mortgage Loan or the related Mortgage Property
required to be performed by the holder of such Trust Mortgage Loan or
contemplated to be performed by a servicer, in any case pursuant to and as
contemplated by the related Mezzanine Intercreditor Agreement. In addition, the
Master Servicer and the Special Servicer shall each obtain the consent of, the
related Mezzanine Lender(s) to the extent required by the related Mezzanine
Intercreditor Agreement.

          (c) The parties hereto recognize and acknowledge the respective rights
of each Mezzanine Lender under the related Mezzanine Intercreditor Agreement,
which rights may include, without limitation, with respect to any related Trust
Mortgage Loan, one or more of the following: (i) the right of a Mezzanine
Lender, upon the occurrence of certain specified events under the related
Mezzanine Intercreditor Agreement, to purchase such Trust Mortgage Loan from the
Trust at the price specified in the related Mezzanine Intercreditor Agreement;
(ii) the right of a Mezzanine Lender to cure defaults with respect to such Trust
Mortgage Loan; and (iii) consent rights with respect to such Trust Mortgage
Loan. The parties hereto agree to take such actions expressly contemplated by
the related Mezzanine Intercreditor Agreement, or otherwise reasonably
necessary, to allow a related Mezzanine Lender to exercise such rights, in all
cases subject to the terms, conditions and limitations set forth in the related
Mezzanine Intercreditor Agreement.

          (d) In connection with any purchase of a Trust Mortgage Loan, pursuant
to or as contemplated by Section 3.25(c), the Master Servicer or the Special
Servicer shall (i) if it receives the applicable purchase price (as provided in
the related Mezzanine Intercreditor Agreement) and/or any other amounts payable
in connection with the purchase, deposit same, or remit same to the Master
Servicer for deposit, as applicable, into the Pool Custodial Account and so
notify the Trustee; and (ii) deliver the related Servicing File to the Person
effecting the purchase or its designee. In addition, upon its receipt of a
Request for Release from the applicable Master Servicer, the Trustee shall: (i)
deliver the related Mortgage File to the Person effecting the purchase or its
designee; and (ii) execute and deliver


                                      -241-




such endorsements, assignments and instruments of transfer as shall be provided
to it and are reasonably necessary to vest ownership of such Trust Mortgage Loan
in the appropriate transferee, without recourse, representations or warranties.

          (e) Any reference to servicing any of the Trust Mortgage Loans in
accordance with any of the related loan documents shall also mean, in the case
of a Mezzanine-Related Trust Mortgage Loan in accordance with the related
Mezzanine Intercreditor Agreement.

          (f) In the event of any conflict between the terms of this Agreement
(insofar as it relates to any Mezzanine-Related Trust Mortgage Loan) and the
terms of the related Mezzanine Intercreditor Agreement in effect as of the
Closing Date, such Mezzanine Intercreditor Agreement shall control.

          (g) The Trustee hereby agrees to deliver any Mezzanine Intercreditor
Agreement related to a Mezzanine-Related Trust Mortgage Loan upon request by the
Master Servicer within three (3) Business Days of such request by the Master
Servicer.

          SECTION 3.26. Application of Default Charges.

          (a) Any and all Default Charges that are actually Received by the
Trust and deposited in the Pool Custodial Account with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during any applicable Collection
Period, shall be applied for the following purposes and in the following order,
in each case to the extent of the remaining portion of such Default Charges:

          first, to pay to any Fiscal Agent, the Trustee, the Master Servicer
     and the Special Servicer, in that order, any interest due and owing to such
     party on any outstanding Advances made thereby with respect to such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, which
     interest on such outstanding Advance accrued on or prior to the date on
     which the subject Default Charges were received;

          second, to pay any other outstanding expenses (exclusive of Special
     Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
     such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
     that, if paid from collections on the Mortgage Pool other than such Default
     Charges, would constitute an Additional Trust Fund Expense;

          third, to reimburse the Trust for any interest on Advances paid to any
     Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer
     since the Closing Date with respect to such Trust Mortgage Loan or REO
     Trust Mortgage Loan, as the case may be, which interest payment was made
     from collections on the Mortgage Pool (other than Default Charges on such
     Trust Mortgage Loan or REO Trust Mortgage Loan) and was not previously
     reimbursed under this clause third;

          fourth, to reimburse the Trust for any other Additional Trust Fund
     Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
     Fees) paid since the Closing Date with respect to such Trust Mortgage Loan
     or REO Trust Mortgage Loan, as the case may be, which payment was made from
     collections on the Mortgage Pool (other than Default Charges on such Trust
     Mortgage Loan or REO Trust Mortgage Loan) and was not previously reimbursed
     under this clause fourth; and


                                      -242-




          fifth, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") as additional master servicing
     compensation to the Master Servicer, if they were accrued in respect of an
     Outside Serviced Trust Mortgage Loan or a Performing Serviced Trust
     Mortgage Loan, or as additional special servicing compensation to the
     Special Servicer, if they were accrued in respect of a Specially Serviced
     Trust Mortgage Loan or an REO Trust Mortgage Loan, in each case pursuant to
     Section 3.11;

provided that any and all Default Charges that are actually collected with
respect to a Serviced Combination Trust Mortgage Loan shall first be applied
pursuant to the applicable section of this Agreement related to permitted
withdrawals from the related Loan Combination Custodial Account (Section 3.05A)
and the applicable provisions of the related Co-Lender Agreement; and provided,
further, that the total interest on Advances payable pursuant to clause first
above and other expenses payable pursuant to clause second above in connection
with a Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto shall take into account the application of
funds on deposit in the related Loan Combination Custodial Account with respect
to the related Serviced Non-Trust Mortgage Loan(s) or any successor REO Mortgage
Loan(s) with respect thereto to pay such interest on Advances or such other
expenses, as the case may be; and provided, further, that, with respect to a
Serviced Loan Combination, Default Charges that are actually Received by the
Trust with respect to any Serviced Combination Trust Mortgage Loan or REO Trust
Mortgage Loan with respect thereto during any applicable Collection Period shall
be applied to cover the items set forth in clauses first through fourth above
only to the extent that such item or portion of such item (i) is allocable to
such Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto in accordance with the related Co-Lender
Agreement and (ii) is not otherwise first payable, pursuant to Section 3.26(c)
or Section 3.26(d) (and consistent with the related Co-Lender Agreement), out of
amounts otherwise distributable to a related Serviced Non-Trust Mortgage Loan
Noteholder as Default Charges with respect to a related Serviced Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto or,
pursuant to Section 3.05A (and consistent with the related Co-Lender Agreement)
out of any other amounts otherwise distributable to a related Serviced Non-Trust
Mortgage Loan Noteholder with respect to a related Serviced Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto.

          (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Trust Master Servicer Remittance Date next
following the applicable Collection Period during which they were received, for
deposit in the Collection Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Pool.
Default Charges applied to pay outstanding interest on Advances in respect of
the related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, to
any particular party, pursuant to clause first of subsection (a), shall be
applied to pay such party such interest on Advances in such manner that the
interest that accrued first and has been outstanding the longest shall be paid
first. Default Charges applied to pay outstanding expenses in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, pursuant
to clause second of subsection (a), shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses third and fourth of subsection (a) shall
be deemed to offset either interest paid on Advances or other Additional Trust
Fund Expenses, depending on which clause is applicable, in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, in the
chronological order in which such interest


                                      -243-




accrued or such expenses were incurred, as applicable (whereupon such interest
paid on Advances or such other Additional Trust Fund Expenses, depending on
which clause is applicable, shall thereafter be deemed to have been paid out of
Default Charges in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan, as applicable).

          (c) Any and all amounts otherwise distributable to the related
Serviced Non-Trust Mortgage Loan Noteholder as Default Charges with respect to
any Serviced Subordinate Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto that is part of a Serviced Senior/Subordinate Loan
Combination (if any), in accordance with the related Co-Lender Agreement, shall
be applied for the following purposes and in the following order, in each case
to the extent of the remaining portion of such amounts and as and to the extent
permitted under the related Co-Lender Agreement, prior to being so distributed
to the related Serviced Non-Trust Mortgage Loan Noteholder:

          first, to pay to any Fiscal Agent, the Trustee, the Master Servicer
     and the Special Servicer, in that order, any and all interest on any
     Servicing Advances made thereby with respect to the applicable Serviced
     Loan Combination or any related REO Property, which interest accrued on or
     prior to the date on which such amounts otherwise so distributable as
     Default Charges were received (such amounts to be applied in accordance
     with this clause first with respect to any such particular party in such
     manner that the earliest accrued interest shall be paid first);

          second, to pay to any Fiscal Agent, to the Trustee and to the Master
     Servicer, in that order, any and all interest on any P&I Advances made
     thereby with respect to the related Serviced Combination Trust Mortgage
     Loan or any successor REO Trust Mortgage Loan with respect thereto, which
     interest accrued on or prior to the date on which such amounts otherwise so
     distributable as Default Charges were received (such amounts to be applied
     with respect to any such particular party in such manner that the earliest
     accrued interest shall be paid first); and

          third, to pay any other expenses reimbursable to any party to this
     Agreement from Default Charges pursuant to the related Co-Lender Agreement,
     out of amounts otherwise distributable to the related Serviced Non-Trust
     Mortgage Loan Noteholder as Default Charges with respect to the subject
     Serviced Subordinate Non-Trust Mortgage Loan or any successor REO Mortgage
     Loan with respect thereto.

          (d) Any and all amounts otherwise distributable to the related
Serviced Non-Trust Mortgage Loan Noteholder as Default Charges with respect to
any Serviced Subordinate Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) that is part of a Serviced Pari Passu Loan
Combination (if any), in accordance with the related Co-Lender Agreement, shall
be applied for the following purposes and in the following order, in each case
to the extent of the remaining portion of such amounts and to the extent
permitted under the related Co-Lender Agreement, prior to application in
accordance with Section 3.26(a):

          first, to pay to any Fiscal Agent, the Trustee, the Master Servicer
     and the Special Servicer, in that order, any and all interest on any
     Servicing Advances made thereby with respect to the related Serviced Pari
     Passu Loan Combination or any related REO Property, which interest accrued
     on or prior to the date on which such amounts otherwise so distributable as
     Default Charges were received (such amounts to be applied in accordance
     with this clause first with


                                      -244-




     respect to any such particular party in such manner that the earliest
     accrued interest shall be paid first);

          second, to pay to any Fiscal Agent, to the Trustee and to the Master
     Servicer, in that order, any and all interest on any P&I Advances made
     thereby with respect to the related Serviced Combination Trust Mortgage
     Loan (or any successor REO Trust Mortgage Loan with respect thereto), and,
     if the related Serviced Pari Passu Non-Trust Mortgage Loan has been
     securitized, to pay any party to any related Non-Trust Mortgage Loan
     Securitization Agreement any and all interest on delinquency advances
     similar to P&I Advances with respect to the related Serviced Pari Passu
     Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect
     thereto), which interest accrued, in each case, on or prior to the date on
     which such amounts otherwise so distributable as Default Charges were
     received (such amounts to be applied with respect to any such particular
     party in such manner that the earliest accrued interest shall be paid
     first); and

          third, to pay that portion of any other expenses reimbursable to any
     party to this Agreement from Default Charges pursuant to the related
     Co-Lender Agreement, out of amounts otherwise distributable as Default
     Charges with respect to the related Serviced Subordinate Non-Trust Mortgage
     Loan (or any successor REO Mortgage Loan with respect thereto).

          Any and all amounts otherwise distributable to the related Serviced
Non-Trust Mortgage Loan Noteholder as Default Charges with respect to any
Serviced Pari Passu Non-Trust Mortgage Loan (or any successor REO Mortgage Loan
with respect thereto), in accordance with the related Co-Lender Agreement, shall
be applied for the following purposes and in the following order, in each case
to the extent of the remaining portion of such amounts and to the extent
permitted under the related Co-Lender Agreement, prior to being so distributed
to the related Serviced Pari Passu Non-Trust Mortgage Loan Noteholder:

          first, to pay to any Fiscal Agent, the Trustee, the Master Servicer
     and the Special Servicer, in that order, subject to the next paragraph (if
     applicable), that portion of any and all interest on any Servicing Advances
     made thereby with respect to the related Serviced Pari Passu Loan
     Combination and/or any related REO Property, which interest accrued on or
     prior to the date on which such amounts so distributable as Default Charges
     were received, and which interest is allocable to the subject Serviced Pari
     Passu Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with
     respect thereto) in accordance with the related Co-Lender Agreement; and

          second, to pay that portion of any other expenses reimbursable to any
     party to this Agreement from Default Charges pursuant to the related
     Co-Lender Agreement (which portion of such other expenses is allocable to
     the subject Serviced Pari Passu Non-Trust Mortgage Loan (or any successor
     REO Mortgage Loan with respect thereto) in accordance with the related
     Co-Lender Agreement), out of amounts otherwise distributable to the related
     Serviced Pari Passu Non-Trust Mortgage Loan Noteholder as Default Charges
     with respect to the subject Serviced Pari Passu Non-Trust Mortgage Loan (or
     any successor REO Mortgage Loan with respect thereto);

provided that any application of amounts otherwise payable as Default Charges in
accordance with this paragraph shall be made after the application of amounts
otherwise payable as Default Charges with


                                      -245-




respect to any related Serviced Subordinate Non-Trust Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) as provided above in this
Section 3.26(d).

          In the case of a Serviced Pari Passu Loan Combination, any and all
amounts otherwise distributable with respect to the related Serviced Combination
Trust Mortgage Loan and the related Serviced Pari Passu Non-Trust Mortgage
Loan(s) (or any successor REO Mortgage Loan(s) with respect to such Mortgage
Loan(s)) as Default Charges on any related Loan Combination Master Servicer
Remittance Date, in accordance with the related Co-Lender Agreement, shall be
allocated between them, on a pro rata and pari passu basis. If the total amount
otherwise distributable on any subject Loan Combination Master Servicer
Remittance Date, in accordance with the related Co-Lender Agreement, as Default
Charges with respect to the related Serviced Combination Trust Mortgage Loan and
the related Serviced Pari Passu Non-Trust Mortgage Loan (or any successor REO
Mortgage Loans with respect to such Mortgage Loans) exceeds the aggregate amount
of (i) interest on related Servicing Advances payable pursuant to Section
3.26(a) and the prior two paragraphs of this Section 3.26(d) and (ii) other
amounts reimbursable from Default Charges pursuant to the related Co-Lender
Agreement in accordance with Section 3.26(a) and the prior two paragraphs of
this Section 3.26(d), then the respective portions of such total amount
allocable to the related Serviced Combination Trust Mortgage Loan and the
related Serviced Pari Passu Non-Trust Mortgage Loan(s) (or any successor REO
Mortgage Loan(s) with respect to such Mortgage Loan(s)) that are to be applied
for such purpose shall be in the same proportions that the respective unpaid
principal balances of the related Serviced Combination Trust Mortgage Loan and
the related Serviced Pari Passu Non-Trust Mortgage Loan(s) (or any successor REO
Mortgage Loan(s) with respect to such Mortgage Loan(s)) bear to one another.

          SECTION 3.27. Certain Matters Regarding Loan Combinations.

          (a) The parties hereto recognize and acknowledge, in the case of each
Serviced Loan Combination, the rights of each related Serviced Non-Trust
Mortgage Loan Noteholder under the related Co-Lender Agreement, which rights may
include, without limitation, with respect to any Serviced Loan Combination, one
or more of the following: (i) the right of a Serviced Non-Trust Mortgage Loan
Noteholder, upon the occurrence of certain specified events under the related
Co-Lender Agreement, to purchase the related Serviced Combination Trust Mortgage
Loan from the Trust at the price specified in the related Co-Lender Agreement;
(ii) the right of a Serviced Non-Trust Mortgage Loan Noteholder to cure defaults
with respect to such Serviced Loan Combination or the related Serviced
Combination Trust Mortgage Loan; and (iii) consent rights, consultation rights
and/or rights to advise or direct with respect to various servicing matters with
respect to such Serviced Loan Combination. The parties hereto agree to take such
actions expressly contemplated by the related Co-Lender Agreement, or otherwise
reasonably necessary, to allow the related Serviced Non-Trust Mortgage Loan
Noteholder to exercise such rights, in all cases subject to the terms,
conditions and limitations set forth in the related Co-Lender Agreement. Without
limiting the generality of the foregoing, the Master Servicer (if the subject
Serviced Combination Trust Mortgage Loan is a Performing Serviced Trust Mortgage
Loan) or the Special Servicer (if the subject Serviced Combination Trust
Mortgage Loan is a Specially Serviced Trust Mortgage Loan), as applicable, shall
take all actions required on the part of the holder of the subject Serviced
Combination Trust Mortgage Loan or contemplated to be performed by a servicer,
in any case, under the related Co-Lender Agreement, including the consultation
with and obtaining direction or advice from, or the consent of, the related
Serviced Non-Trust Mortgage Loan Noteholders, to the extent required by the
related Co-Lender Agreement, the delivery of all necessary notices on a timely
basis and/or the calculation of the applicable purchase price, as well as all
other actions necessary and


                                      -246-




appropriate, to effect the transfer of the subject Serviced Combination Trust
Mortgage Loan (in connection with the purchase thereof under the related
Co-Lender Agreement) to any related Serviced Non-Trust Mortgage Loan Noteholder
with a purchase option or its designee and/or to permit any related Serviced
Non-Trust Mortgage Loan Noteholder, to the extent permitted under the related
Co-Lender Agreement, to effectuate a cure of any defaults under the subject
Serviced Combination Trust Mortgage Loan. In addition, with respect to any
Serviced Combination Trust Mortgage Loan as to which the related Co-Lender
Agreement provides for cure rights on the part of any related Non-Trust Mortgage
Loan Noteholder, the Master Servicer (if the subject Serviced Combination Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the subject Serviced Combination Trust Mortgage Loan is a Specially Serviced
Mortgage Loan), as applicable, shall notify such Non-Trust Mortgage Loan
Noteholder (i) of any event of default with respect to the subject Serviced
Combination Trust Mortgage Loan that is susceptible of cure under the related
Co-Lender Agreement, promptly (and, in any event, within two Business Days)
after the applicable servicer has actual knowledge thereof (although such notice
is not required to state whether such event of default is susceptible of cure
thereunder), and (ii) of any material event of default (although such notice is
not required to state whether such event of default is material).

          (b) The Master Servicer (if the related Serviced Combination Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the related Serviced Combination Trust Mortgage Loan is a Specially Serviced
Mortgage Loan), as applicable, shall take all actions relating to the servicing
and/or administration of, and the preparation and delivery of reports and other
information with respect to, each Serviced Loan Combination or any related REO
Property required to be performed by the holder of the related Serviced
Combination Trust Mortgage Loan or contemplated to be performed by a servicer,
in any case pursuant to the related Co-Lender Agreement and/or any related
mezzanine loan intercreditor agreement.

          (c) If, in connection with a Permitted Purchase, a Trust Mortgage Loan
that is part of a Loan Combination is purchased or repurchased from the Trust
Fund, the purchaser(s) thereof shall be bound by the terms of the related
Co-Lender Agreement and shall assume the rights and obligations of the holder of
such Mortgage Loan under such Co-Lender Agreement. Subject to the terms of the
related Co-Lender Agreement, all portions of the related Mortgage File and other
documents pertaining to the subject Trust Mortgage Loan shall be endorsed or
assigned, to the extent necessary or appropriate, to the purchaser(s) of such
Trust Mortgage Loan in their capacity as holder of such Trust Mortgage Loan (as
a result of such purchase or repurchase) under the related Co-Lender Agreement
in the manner contemplated thereunder, which such purchaser(s) shall be deemed
to acknowledge. Thereafter, in the case of a Serviced Combination Trust Mortgage
Loan, such Mortgage File shall be held by the lender responsible for maintaining
custody thereof under the related Co-Lender Agreement, or a custodian appointed
thereby, for the benefit of each of the "Lenders" as defined under, and as their
interests appear under, the related Co-Lender Agreement; provided that the
Mortgage Note for such Serviced Combination Trust Mortgage Loan may be held by
the purchaser(s) of such Mortgage Loan. If the related Servicing File is not
already in the possession of such party, it shall be delivered to the successor
master servicer or special servicer, as the case may be, with respect to the
subject Loan Combination under, or otherwise in accordance with, any applicable
separate servicing agreement for such Loan Combination or as otherwise
contemplated by the related Co-Lender Agreement.

          (d) If any Serviced Non-Trust Mortgage Loan or any portion thereof or
any particular payments thereon are included in a REMIC or a grantor trust, then
neither the applicable Master


                                      -247-




Servicer nor the Special Servicer shall knowingly take any action that would
result in the equivalent of an Adverse REMIC Event with respect to such REMIC or
the equivalent of an Adverse Grantor Trust Event with respect to such grantor
trust, as the case may be.

          (e) Other than to the extent expressly provided in the related
Co-Lender Agreement, the parties hereto acknowledge that a Serviced Non-Trust
Mortgage Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee,
any Fiscal Agent, the Master Servicer, the Special Servicer or any
Certificateholder or (2) have any liability to the Trustee or the
Certificateholders for any action taken, or for refraining from the taking of
any action pursuant to the related Co-Lender Agreement or the giving of any
consent or for errors in judgment. Each Certificateholder, by its acceptance of
a Certificate, shall be deemed to have confirmed its understanding that a
Serviced Non-Trust Mortgage Loan Noteholder (i) may take or refrain from taking
actions that favor its interests or the interests of its affiliates over the
Certificateholders, (ii) may have special relationships and interests that
conflict with the interests of the Certificateholders and shall be deemed to
have agreed to take no action against a Serviced Non-Trust Mortgage Loan
Noteholder or any of its officers, directors, employees, principals or agents as
a result of such special relationships or conflicts, and (iii) shall not be
liable by reason of its having acted or refrained from acting solely in its
interest or in the interest of its affiliates.

          (f) Each of the rights of a Serviced Non-Trust Mortgage Loan
Noteholder under or contemplated by this Section 3.27 shall be exercisable by a
designee thereof on its behalf; provided that the applicable Master Servicer,
the Special Servicer and the Trustee are provided with written notice by the
related Serviced Non-Trust Mortgage Loan Noteholder of such designation (upon
which such party may conclusively rely) and the contact details of the designee.

          (g) Any reference to servicing any of the Trust Mortgage Loans in
accordance with any of the related loan documents shall also mean, in the case
of a Serviced Loan Combination, in accordance with the related Co-Lender
Agreement.

          (h) In the event of any conflict between the terms of this Agreement
(insofar as it relates to any Loan Combination) and the terms of the related
Co-Lender Agreement, the related Co-Lender Agreement shall control.

          (i) To the extent not otherwise expressly included herein, any
provisions required to be included herein pursuant to any Co-Lender Agreement
for a Loan Combination are (solely with respect to such Loan Combination) deemed
included herein, and the parties hereto shall comply with those provisions as if
set forth herein in full.

          (j) For purposes of determining whether a Serviced Loan Combination
Change of Control Event has occurred, as well as the identity of the Serviced
Loan Combination Directing Lender, with respect to a Serviced Loan Combination,
any Appraisal Reduction Amount that exists with respect thereto shall be
allocated: first, in the case of a Serviced Senior/Subordinate Non-Trust
Mortgage Loan, to the related Serviced Subordinate Non-Trust Mortgage Loan(s)
(or any successor REO Mortgage Loan(s) with respect thereto), up to an aggregate
amount equal to the then unpaid principal balance of such Serviced Subordinate
Non-Trust Mortgage Loan(s) (or any successor REO Mortgage Loan(s) with respect
thereto), together with all accrued and unpaid interest thereon (other than
Default Interest); and then, (i) in the case of a Serviced A/B Loan Combination,
to the related Serviced Combination Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto), and (ii) in the case of a Serviced
Pari Passu Loan Combination, to the related Pari Passu Trust Mortgage Loan and
the related


                                      -248-




Pari Passu Non-Trust Mortgage Loan(s) (or any successor REO Mortgage Loans with
respect to the foregoing Mortgage Loans), on a pro rata basis by principal
balance.

          (k) Each related Serviced Non-Trust Mortgage Loan Noteholder shall be
entitled to receive, upon request, a copy of any notice or report required to be
delivered (upon request or otherwise) to the Trustee with respect to a Serviced
Loan Combination or any related REO Property by any other party hereto. Subject
to the related Co-Lender Agreement, any such other party shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies in accordance with this Section 3.27(k).

          (l) Notwithstanding anything herein to the contrary, any appointment
of a successor Special Servicer hereunder, insofar as it affects any Serviced
Loan Combination or any related REO Property, will be subject to any
consultation or consent rights of the related Serviced Non-Trust Mortgage Loan
Noteholder(s) expressly provided for under the related Co-Lender Agreement.

          (m) If and to the extent that the related Co-Lender Agreement with
respect to any Serviced Senior/Subordinate Loan Combination provides that a
related Serviced Subordinate Non-Trust Mortgage Loan Noteholder may avoid a
related Serviced Loan Combination Change of Control Event by delivering Reserve
Collateral, then: (i) the Master Servicer shall hold all such Reserve Collateral
(in an Eligible Account, in the case of cash) in accordance with the terms of
this Agreement and such Co-Lender Agreement and in a manner that clearly
identifies that such Reserve Collateral is being held for the benefit of the
Certificateholders but, for federal income tax purposes, is beneficially owned
by the subject Serviced Subordinate Non-Trust Mortgage Loan Noteholder; and (ii)
the Master Servicer shall take all actions reasonably necessary to maintain any
perfected security interest on the part of the Trust in and to such Reserve
Collateral. If any letters of credit are furnished as Reserve Collateral with
respect to a Serviced Senior/Subordinate Loan Combination, and (i) if the
subject Serviced Subordinate Non-Trust Mortgage Loan Noteholder has not provided
a replacement letter of credit at least 30 days before the expiration of the
delivered letter of credit or (ii) the long-term or short-term unsecured debt
ratings of the issuer of such letter of credit fall below any applicable minimum
rating requirements specified in such Co-Lender Agreement, then the Master
Servicer shall provide written notice of such event to the subject Serviced
Subordinate Non-Trust Mortgage Loan Noteholder, and unless the subject Serviced
Subordinate Non-Trust Mortgage Loan Noteholder shall have replaced such letter
of credit with a letter of credit in form and substance satisfactory to the
Master Servicer and the Rating Agencies within the period of time specified in
such Co-Lender Agreement, the Master Servicer shall draw upon such letter of
credit and hold the proceeds thereof as related Reserve Collateral. Upon a Final
Recovery Determination with respect to a Serviced Senior/Subordinate Loan
Combination, any related Reserve Collateral held by the Master Servicer shall be
available to reimburse the Trust for any realized loss of principal and/or
interest incurred with respect to the related Serviced Senior Trust Mortgage
Loan (or any successor REO Trust Mortgage Loan with respect thereto), up to the
maximum amount permitted under the related Co-Lender Agreement, together with
all other amounts (including, without limitation, Additional Trust Fund Expenses
related to the subject Serviced Senior/Subordinate Loan Combination or any
related REO Property) reimbursable under such Co-Lender Agreement and this
Agreement. To the extent necessary to effect such reimbursement, the Master
Servicer shall draw down upon or otherwise liquidate all applicable Reserve
Collateral (if any) and shall deposit the reimbursement payment in the Pool
Custodial Account. Such reimbursement of payment shall, except for purposes of
Section 3.11(c) hereof, constitute "Liquidation Proceeds". The Master Servicer
may not release any Reserve Collateral to the Serviced Subordinate Non-Trust
Mortgage Loan Noteholder that delivered


                                      -249-




such Reserve Collateral, except as expressly required under the related
Co-Lender Agreement (including, in connection with a Final Recovery
Determination with respect to the related Serviced Senior/Subordinate Loan
Combination, following the reimbursement of the Trust as contemplated above in
this Section 3.27(m)). Any arrangement by which any Reserve Collateral may be
held shall constitute an "outside reserve fund" within the meaning of Treasury
regulations section 1.860G-2(h) and such property (and the right to
reimbursement of any amounts with respect thereto) shall be beneficially owned
by the Serviced Subordinate Non-Trust Mortgage Loan Noteholder that delivered
such Reserve Collateral, who shall be taxed on all income with respect thereto.
As compensation for maintaining any Reserve Collateral, the Master Servicer will
be entitled to any interest or other income earned, and will be responsible for
any losses on investments, with respect to such Reserve Collateral in the same
manner as it is entitled to investment income, and is responsible for losses
incurred, with respect to investments of funds in a Pool Custodial Account

          (n) If any Non-Trust Loan constitutes a Specially Designated
Securitized Non-Trust Mortgage Loan, and if any proposed servicing action, or
any termination or replacement of the Master Servicer or Special Servicer, with
respect to the related Serviced Combination Trust Mortgage Loan requires any
party hereunder to obtain written confirmation from a Rating Agency that such
action will not result in an Adverse Rating Event with respect to any Class of
Certificates, then, subject to Section 3.27(o), a written confirmation shall
also be obtained from each applicable Other Rating Agency that such action will
not result in an Adverse Rating Event with respect to any class of Specially
Designated Non-Trust Mortgage Loan Securities backed by such Non-Trust Loan.

          (o) Notwithstanding anything herein to the contrary, if this Agreement
provides for obtaining a rating confirmation with respect to any Specially
Designated Non-Trust Mortgage Loan Securities in connection with any action
hereunder, no party hereto shall obtain such rating confirmation unless it is
reasonably assured that the cost of such rating confirmation (or the applicable
share thereof in accordance with the related Co-Lender Agreement) will be borne
(without right of reimbursement from the Trust) by the related Non-Trust
Mortgage Loan Securitization Trust or by another third party other than the
Trust.

          (p) Notwithstanding anything to the contrary set forth in this
Agreement, if the Mortgage Pool does not, on the Closing Date, include any
Serviced Combination Trust Mortgage Loans, then: (i) insofar as, but only
insofar as, any provision specifically relates to Serviced Combination Trust
Mortgage Loans, Serviced Loan Combinations, Serviced A/B Loan Combinations,
Serviced Loan Combination Change of Control Events, Serviced Loan Combination
Controlling Parties, Serviced Loan Combination Directing Lenders, Serviced
Non-Trust Mortgage Loans, Serviced Non-Trust Mortgage Loan Noteholders, Serviced
Note B Non-Trust Mortgage Loans, Serviced Pari Passu Loan Combinations, Serviced
Pari Passu Non-Trust Mortgage Loans, Serviced Pari Passu Non-Trust Mortgage Loan
Noteholders, Serviced Senior/Subordinate Loan Combinations, Serviced Senior
Trust Mortgage Loans, Serviced Subordinate Non-Trust Mortgage Loans and Serviced
Subordinate Non-Trust Mortgage Loan Noteholders, such provision (other than this
Section 3.27(p) and the definitions of such terms set forth in Section 1.01)
shall, without otherwise affecting the enforceability or validity of this
Agreement with respect to any other matters, be of no force and effect; and (ii)
the parties hereto shall have no rights or obligations with respect to Serviced
Combination Trust Mortgage Loans, Serviced Loan Combinations, Serviced A/B Loan
Combinations, Serviced Loan Combination Change of Control Events, Serviced Loan
Combination Controlling Parties, Serviced Loan Combination Directing Lenders,
Serviced Non-Trust Mortgage Loans, Serviced Non-Trust Mortgage Loan Noteholders,
Serviced Note B


                                      -250-




Non-Trust Mortgage Loans, Serviced Pari Passu Loan Combinations, Serviced Pari
Passu Non-Trust Mortgage Loans, Serviced Pari Passu Non-Trust Mortgage Loan
Noteholders, Serviced Senior/Subordinate Loan Combinations, Serviced Senior
Trust Mortgage Loans, Serviced Subordinate Non-Trust Mortgage Loans and Serviced
Subordinate Non-Trust Mortgage Loan Noteholders.

          (q) Notwithstanding anything to the contrary set forth in this
Agreement, if the Mortgage Pool does not, on the Closing Date, include any
Outside Serviced Trust Mortgage Loans, then: (i) insofar as, but only insofar
as, any provision specifically relates to Outside Serviced Trust Mortgage Loans,
Outside Serviced Loan Combinations, Outside Administered REO Properties, Outside
Master Servicers, Outside Serviced Mortgage Loans, Outside Serviced Non-Trust
Mortgage Loans, Outside Servicers, Outside Servicer Defaults, Outside Servicing
Agreements, Outside Servicing Fees, Outside Servicing Fee Rates, Outside Special
Servicers and Outside Trustees, such provision (other than this Section 3.27(q)
and the definitions of such terms set forth in Section 1.01) shall, without
otherwise affecting the enforceability or validity of this Agreement with
respect to any other matters, be of no force and effect; and (ii) the parties
hereto shall have no rights or obligations with respect to Outside Serviced
Trust Mortgage Loans, Outside Serviced Loan Combinations, Outside Administered
REO Properties, Outside Master Servicers, Outside Serviced Mortgage Loans,
Outside Serviced Non-Trust Mortgage Loans, Outside Servicers, Outside Servicer
Defaults, Outside Servicing Agreements, Outside Servicing Fees, Outside
Servicing Fee Rates, Outside Special Servicers and Outside Trustees.

          SECTION 3.28. Deliveries in Connection with Securitization of a
                        Serviced Non-Trust Mortgage Loan.

          (a) Each of the Master Servicer and the Special Servicer shall, upon
reasonable written request, permit a related Serviced Non-Trust Mortgage Loan
Noteholder to use such party's description contained in the Prospectus
Supplement (updated as appropriate by the Master Servicer or the Special
Servicer, as applicable) for inclusion in the disclosure materials relating to
any securitization of a Serviced Non-Trust Mortgage Loan.

          (b) The Master Servicer and the Special Servicer shall, upon
reasonable written request, each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the requesting party) to the
depositor and any underwriters with respect to the securitization of any
Serviced Non-Trust Mortgage Loan such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to the updated description
referred in Section 3.29(a) with respect to such party, substantially identical
to those, if any, delivered by the Master Servicer or the Special Servicer, as
the case may be, or their respective counsel, in connection with the information
concerning such party in the Prospectus Supplement and/or any other disclosure
materials relating to the Subject Securitization Transaction. Neither the Master
Servicer nor the Special Servicer shall be obligated to deliver any such item
with respect to the securitization of a Serviced Non-Trust Mortgage Loan if it
did not deliver a corresponding item with respect to the Subject Securitization
Transaction.

          (c) Notwithstanding any other provision of this Agreement to the
contrary, including any time deadlines for delivery set forth in Section 3.13
and/or Section 3.14, to the extent that this Agreement obligates any party
hereto to deliver any specific certifications, documents, reports, statements or
other information to the depositor and/or trustee of any other securitization
involving a Serviced Non-Trust Mortgage Loan and the issuance of publicly
offered securities, and such obligation would not otherwise arise hereunder if
such securitization was not subject to Regulation AB and/or the


                                      -251-




related securitization trust was not otherwise subject to Exchange Act
reporting, then such party shall not be in default hereunder for failure to
deliver any particular such item or other information unless and until it has
received written notice, or otherwise has actual knowledge, at least 15 days in
advance of the required delivery of the particular item or other information in
question, that such delivery is required or that such Serviced Non-Trust
Mortgage Loan has been or will be included in a securitization subject to
Regulation AB and/or as to which the related securitization trust is or will be
subject to Exchange Act reporting. The Depositor, if it is the depositor for the
securitization of the subject Serviced Non-Trust Mortgage Loan, agrees to use
reasonable efforts to provide 30 days prior written notice to the Master
Servicer, Special Servicer and Trustee of the requirement to deliver any item
required under Section 3.13 and/or Section 3.14 to be delivered to the related
securitization trust. Any reasonable cost and expense of the Master Servicer,
Special Servicer and the Trustee in cooperating with such depositor or trustee
of such securitization trust (above and beyond their expressed duties hereunder)
shall be the responsibility of such depositor or other securitization trust. The
parties hereto shall have the right to require that such depositor or trustee
provide them with the contact information for the depositor, the trustee or
other applicable recipient party, as applicable, to the securitization agreement
memorializing such securitization trust.

          SECTION 3.29. The Class A-2FL Swap Agreement.

          (a) The Depositor shall deposit, or cause the deposit of, the Class
A-2FL Swap Agreement into Grantor Trust A-2FL. Grantor Trust A-2FL shall be
maintained by the Grantor Trust Trustee, who shall at all times, be the entity
acting as Trustee. Grantor Trust A-2FL shall be held for the benefit of the
Holders of the Class A-2FL Certificates. No later than the Closing Date, the
Trustee (as Grantor Trust Trustee) shall establish and maintain the Class A-2FL
Floating Rate Account pursuant to and in accordance with the terms of Section
3.04(f). Funds in the Class A-2FL Floating Rate Account shall be held separate
and apart from, and shall not be commingled with, any other funds, including,
without limitation, funds held by the Trustee pursuant to this Agreement. The
Trustee is hereby authorized and directed, not in its individual capacity but
solely as Grantor Trust Trustee and on behalf, and for the benefit, of Grantor
Trust A-2FL, to execute and deliver the Class A-2FL Swap Agreement on the
Closing Date and to perform obligations as described herein with respect to the
Class A-2FL Swap Agreement. Furthermore, the Trustee (as Grantor Trust Trustee)
is hereby authorized and directed to, and shall, perform all obligations on the
part of Grantor Trust A-2FL under the Class A-2FL Swap Agreement; provided that
(i) payments to be made to the Class A-2FL Swap Counterparty pursuant to Section
3.29(d) shall be made out of amounts allocable as interest (or, in the case of
any related Class A-2FL Additional Floating Rate I Swap Payment, related Yield
Maintenance Charges and Prepayment Premiums) distributable on or with respect to
the Class A-2FL REMIC III Regular Interest and (ii) any termination payment
owing to a Class A-2FL Swap Counterparty shall be payable solely out of any
upfront payment made by a related replacement swap counterparty in connection
with entering into a related replacement interest rate swap agreement with
Grantor Trust A-2FL, and the Trustee shall not be responsible for using its own
funds in making such payments. Upon the Trustee (as Grantor Trust Trustee)
entering into the Class A-2FL Swap Agreement on behalf of Grantor Trust A-2FL,
such grantor trust shall be bound by the terms and conditions of such swap
agreement.

          (b) The Trustee shall act as "calculation agent" under the Class A-2FL
Swap Agreement and shall timely perform all duties associated therewith.


                                      -252-




          (c) By 5:00 p.m. (New York City time) on the second Business Day prior
to (or, in the case of item (i) below, no later than the Determination Date
relating to) each Distribution Date, based on (in the case of items (ii) and
(iii) below) the CMSA Loan Periodic Update File for the related Collection
Period provided by the Master Servicer pursuant to Section 3.12, the Trustee
shall notify the Class A-2FL Swap Counterparty, in writing, of (i) the Class
Principal Balance of the Class A-2FL Certificates immediately prior to such
Distribution Date, (ii) the amount of any Prepayment Premiums and Yield
Maintenance Charges distributable with respect to the Class A-2FL REMIC III
Regular Interest for such Distribution Date, and (iii) the amount of interest
distributable with respect to the Class A-2FL REMIC III Regular Interest
pursuant to Section 4.01(a) for such Distribution Date.

          (d) On each Distribution Date, following all deposits to the Class
A-2FL Floating Rate Account on or prior to that date pursuant to Section
3.04(f), the Trustee shall remit to the Class A-2FL Swap Counterparty the
excess, if any, of (i) the sum of (A) the Class A-2FL Floating Rate I Swap
Payment, (B) the Class A-2FL Additional Floating Rate I Swap Payment and (C) the
Class A-2FL Floating Rate I Payer Shortfall Reimbursement Payment, over (ii) the
Class A-2FL Floating Rate II Swap Payment out of amounts on deposit in the Class
A-2FL Floating Rate Account that represent distributions of Distributable
Certificate Interest (or, in the case of any related Class A-2FL Additional
Floating Rate I Swap Payment, related Yield Maintenance Charges and Prepayment
Premiums) in respect of the Class A-2FL REMIC III Regular Interest; provided
that, during the continuation of a Class A-2FL Swap Default while the Trustee is
pursuing remedies under the Class A-2FL Swap Agreement, or following the
termination of the Class A-2FL Swap Agreement, the Trustee shall not make such
payments to the Class A-2FL Swap Counterparty. If by 3:00 p.m. New York City
time on any applicable Class A-2FL Swap Payment Date the Trustee has not
received from the Class A-2FL Swap Counterparty the excess, if any, of (i) the
Class A-2FL Floating Rate II Swap Payment over (ii) the sum of (A) the Class
A-2FL Floating Rate I Swap Payment, (B) the Class A-2FL Additional Floating Rate
I Swap Payment and (C) the Class A-2FL Floating Rate I Payer Shortfall
Reimbursement Payment on such date, the Trustee shall, consistent with the Class
A-2FL Swap Agreement, in order to, among other things, cause the commencement of
the applicable grace period, promptly notify the Class A-2FL Swap Counterparty
that the Trustee has not received such payment.

          (e) Subject to Sections 8.01(iii), the Trustee shall at all times
enforce the Grantor Trust A-2FL's rights under the Class A-2FL Swap Agreement.
In the event of a Class A-2FL Swap Default under the Class A-2FL Swap Agreement,
the Trustee shall (i) provide notice of such Class A-2FL Swap Default on the
date of such default to the Class A-2FL Swap Counterparty and (ii) promptly
provide written notice to the Holders of the Class A-2FL Certificates and,
subject to Sections 8.01(iii), shall be required to take such actions (following
the expiration of any applicable grace period specified in the Class A-2FL Swap
Agreement), unless otherwise directed in writing by the Holders or Certificate
Owners of Certificates representing at least 25% of the Class Principal Balance
of the Class A-2FL Certificates, to enforce the rights of the Grantor Trust
A-2FL under the Class A-2FL Swap Agreement as may be permitted by the terms
thereof, and use any Class A-2FL Swap Termination Fees received from the Class
A-2FL Swap Counterparty to enter into a replacement interest rate swap agreement
on substantially identical terms, with a replacement swap counterparty that
meets all eligibility requirements under the Class A-2FL Swap Agreement. If the
costs attributable to entering into a replacement interest rate swap agreement
would exceed the amount of any Class A-2FL Swap Termination Fees, a replacement
interest rate swap agreement shall not be entered into and any such proceeds
will instead be distributed, pro rata, to the holders of the Class A-2FL
Certificates on the immediately succeeding Distribution Date as part of the
Class A-2FL Interest Distribution Amount for


                                      -253-




such Distribution Date. If any replacement swap counterparty pays any fee in
connection with the execution of any replacement interest rate swap agreement
with Grantor Trust A-2FL, the Trustee shall distribute such fee: first, to the
Class A-2FL Swap Counterparty, up to the amount of any termination payment owing
to the Class A-2FL Swap Counterparty under, and in connection with the
termination of, the Class A-2FL Swap Agreement, and such fee (or applicable
portion thereof) shall be deemed to have been distributed first to the Depositor
as compensation to the Depositor under this Agreement and then from the
Depositor to the Class A-2FL Swap Counterparty in respect of the Class A-2FL
Swap Agreement, and then, any remainder, to the Depositor. Any expenses, costs
and/or liabilities incurred by the Trustee in connection with enforcing the
Class A-2FL Swap Agreement shall be payable and/or reimbursable solely out of
indemnification payments made by the Holders of the Class A-2FL Certificates and
shall not be reimbursable from the Trust Fund.

               In the event that the Class A-2FL Swap Counterparty's obligations
are guaranteed by a third party under a guaranty relating to the Class A-2FL
Swap Agreement (such guaranty, the "Swap Guaranty" and such third party, the
"Swap Guarantor"), then to the extent that there is a Class A-2FL Swap Default
whereby the Class A-2FL Swap Counterparty fails to make a required payment under
the Class A-2FL Swap Agreement as and when due thereunder, the Trustee shall,
promptly following actual notice of the Class A-2FL Swap Counterparty's failure
to pay, demand that the Swap Guarantor make any and all payments then required
to be made by the Swap Guarantor pursuant to such Swap Guaranty; provided, that
the Trustee shall in no event be liable for any failure or delay in the
performance by the Class A-2FL Swap Counterparty or any Swap Guarantor of its
obligations hereunder or pursuant to the Class A-2FL Swap Agreement and the Swap
Guaranty, nor for any special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits) in connection
therewith.

          (f) Any Class A-2FL Distribution Conversion shall become permanent
following the determination by the Trustee (or by the Holders or Certificate
Owners of Certificates representing at least 25% of the Class Principal Balance
of the Class A-2FL Certificates) not to enter into a replacement interest rate
swap agreement and distribution of any Class A-2FL Swap Termination Fees to the
Holders of the Class A-2FL Certificates. Any such Class A-2FL Distribution
Conversion and a Class A-2FL Swap Default (or termination of the Class A-2FL
Swap Agreement) shall not, in and of itself, constitute an Event of Default
under this Agreement. Upon any change in the payment terms on the Class A-2FL
Certificates, including as a result of a Class A-2FL Distribution Conversion,
termination of a Class A-2FL Distribution Conversion, a Class A-2FL Swap Default
or the cure of a Class A-2FL Swap Default, the Trustee shall promptly notify the
Depository of the change in payment terms.

          (g) For federal income tax purposes, each Holder of a Class A-2FL
Certificate will be treated as having acquired its proportionate share of the
Class A-2FL REMIC III Regular Interest. Any amounts paid to the Class A-2FL Swap
Counterparty with respect to any Distribution Date shall first be deemed paid to
the holders of the Class A-2FL REMIC III Regular Interest to the extent of the
amount distributable on the Class A-2FL REMIC III Regular Interest.

          (h) Any obligation of the Trustee under the Class A-2FL Swap Agreement
shall be deemed to be an obligation of Grantor Trust A-2FL.

          (i) The Trustee hereby agrees to act as the Grantor Trust Trustee in
accordance with the terms of this Agreement.


                                      -254-




          (j) The Trustee is hereby directed to perform the obligations of the
Custodian under the Class A-2FL Swap Credit Support Annex (in such capacity, the
"Class A-2FL Swap Custodian"). Any Person appointed as successor trustee
pursuant to Section 8.09 shall also be required to serve as successor Class
A-2FL Swap Custodian under the Class A-2FL Swap Agreement.

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

          SECTION 4.01. Distributions.

          (a) On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall, based on, among other things, information
provided by the Master Servicer and, if applicable, the Special Servicer,
withdraw from the Collection Account and apply the Available Distribution Amount
for such Distribution Date, such application to be made for the following
purposes and in the following order of priority, in each case to the extent of
remaining available funds:

          first, to make distributions of interest to the Holders of the
respective Classes of the Senior Certificates (other than the Class A-2FL
Certificates) and to Grantor Trust A-2FL with respect to the Class A-2FL REMIC
III Regular Interest, up to an amount equal to, and pro rata as among such
Classes of Certificateholders and Grantor Trust A-2FL in accordance with, all
Distributable Certificate Interest in respect of each such Class of Certificates
and the Class A-2FL REMIC III Regular Interest for such Distribution Date and,
to the extent not previously paid, for all prior Distribution Dates, if any;

          second, to make distributions of principal to the Holders of the
respective Classes of the Senior Class A Certificates (exclusive of the Class
A-2FL Certificates) and to Grantor Trust A-2FL with respect to the Class A-2FL
REMIC III Regular Interest, in the following amounts and order of priority:

                    (i) to the Holders of the Class A-AB Certificates, up to an
          amount equal to the lesser of (A) the excess, if any, of the Class
          Principal Balance of the Class A-AB Certificates outstanding
          immediately prior to such Distribution Date, over the Class A-AB
          Planned Principal Balance for such Distribution Date, and (B) the
          entire Adjusted Principal Distribution Amount for such Distribution
          Date;

                    (ii) to the Holders of the Class A-1 Certificates, up to an
          amount (not to exceed the Class Principal Balance of the Class A-1
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Adjusted Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of the Class A-AB Certificates
          pursuant to subclause (i) of this clause second);

                    (iii) to the Holders of the Class A-AB Certificates, up to
          an amount (not to exceed the Class Principal Balance of the Class A-AB
          Certificates outstanding immediately prior to such Distribution Date,
          net of any distributions of principal made with respect to the Class
          A-AB Certificates on such Distribution Date pursuant to subclause (i)
          of this clause second) equal to the entire Adjusted Principal
          Distribution Amount for such Distribution Date (net of any portion
          thereof distributed on such


                                      -255-




          Distribution Date to the Holders of the Class A-AB and/or Class A-1
          Certificates pursuant to a prior subclause of this clause second);

                    (iv) to the Holders of the Class A-2 Certificates and to
          Grantor Trust A-2FL with respect to the Class A-2FL REMIC III Regular
          Interest, on a pro rata basis by Class Principal Balance, up to an
          amount (not to exceed the aggregate of the Class Principal Balances of
          the Class A-2 Certificates and the Class A-2FL REMIC III Regular
          Interest outstanding immediately prior to such Distribution Date)
          equal to the entire Adjusted Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of the Class A-AB and/or Class A-1
          Certificates pursuant to a prior subclause of this clause second);

provided, however, that, notwithstanding the immediately preceding clauses (i)
through (iv) of this clause second, on each Distribution Date coinciding with or
following the Senior Class A Principal Distribution Cross-Over Date, and in any
event on the Final Distribution Date, the Trustee shall, pursuant to this clause
second, subject to remaining available funds, make distributions of principal to
the Holders of the respective Classes of the Senior Class A Certificates
(exclusive of the Class A-2FL Certificates) and to Grantor Trust A-2FL with
respect to the Class A-2FL REMIC III Regular Interest, on a pro rata basis, in
accordance with the respective Class Principal Balances of those Classes of
Certificates and the Class A-2FL REMIC III Regular Interest outstanding
immediately prior to such Distribution Date, until the Class Principal Balance
of each such Class of Certificates and the Class A-2FL REMIC III Regular
Interest has been reduced to zero (such distributions of principal to be made
without regard to the Adjusted Principal Distribution Amount for such
Distribution Date);

          third, to reimburse the Holders of the respective Classes of the
Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and
Grantor Trust A-2FL with respect to the Class A-2FL REMIC III Regular Interest,
up to an amount equal to, and on a pro rata basis as among such Classes of
Certificateholders and Grantor Trust A-2FL in accordance with, the Loss
Reimbursement Amount with respect to each such Class of Certificates and the
Class A-2FL REMIC III Regular Interest for such Distribution Date;

          fourth, to make distributions of interest to the Holders of the Class
A-M Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution Date
and, to the extent not previously paid, for all prior Distribution Dates, if
any;

          fifth, after the Class Principal Balances of the respective Classes of
the Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and
the Class A-2FL REMIC III Regular Interest have been reduced to zero, to make
distributions of principal to the Holders of the Class A-M Certificates, up to
an amount (not to exceed the Class Principal Balance of the Class A-M
Certificates outstanding immediately prior to such Distribution Date) equal to
the entire Adjusted Principal Distribution Amount for such Distribution Date
(net of any portion thereof distributed on such Distribution Date to the Holders
of the respective Classes of the Senior Class A Certificates (exclusive of the
Class A-2FL Certificates) and/or to the Grantor Trust A-2FL with respect to the
Class A-2FL REMIC III Regular Interest pursuant to clause second of this Section
4.01(a)); provided, however, that, on the Final Distribution Date, the Trustee
shall, pursuant to this clause fifth, subject to remaining available funds, make
distributions of principal to the Holders of the Class A-M Certificates, until
the Class Principal Balance of such Class of Certificates is reduced to zero;


                                      -256-




          sixth, to reimburse the Holders of the Class A-M Certificates, up to
an amount equal to the Loss Reimbursement Amount with respect to such Class of
Certificates for such Distribution Date;

          seventh, to make distributions of interest to the Holders of the Class
A-J Certificates, up to an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such Distribution Date
and, to the extent not previously paid, for all prior Distribution Dates, if
any;

          eighth, after the Class Principal Balance of the Class A-M
Certificates has been reduced to zero, to make distributions of principal to the
Holders of the Class A-J Certificates, up to an amount (not to exceed the Class
Principal Balance of the Class A-J Certificates outstanding immediately prior to
such Distribution Date) equal to the entire Adjusted Principal Distribution
Amount for such Distribution Date (net of any portion thereof distributed on
such Distribution Date to the Holders of the respective Classes of the Senior
Class A Certificates (exclusive of the Class A-2FL Certificates) and/or to
Grantor Trust A-2FL with respect to the Class A-2FL REMIC III Regular Interest
pursuant to clause second of this Section 4.01(a) and/or to the Holders of the
Class A-M Certificates pursuant to clause fifth of this Section 4.01(a));
provided, however, that, on the Final Distribution Date, the Trustee shall,
pursuant to this clause eighth, subject to remaining available funds, make
distributions of principal to the Holders of the Class A-J Certificates, until
the Class Principal Balance of such Class of Certificates is reduced to zero;

          ninth, to reimburse the Holders of the Class A-J Certificates, up to
an amount equal to the Loss Reimbursement Amount with respect to such Class of
Certificates for such Distribution Date; and

          tenth, to make distributions to the Holders of the remaining Classes
of the Regular Interest Certificates as provided in Section 4.01(b). All
distributions of interest, if any, made with respect to the Class X Certificates
on any Distribution Date, pursuant to this Section 4.01(a), shall be made, and
shall be deemed to have been made, in respect of the various Class X REMIC III
Components, pro rata in accordance with the respective amounts of Distributable
Component Interest in respect of such Class X REMIC III Components for such
Distribution Date and, to the extent not previously deemed paid pursuant to this
paragraph, for all prior Distribution Dates, if any.

          All distributions to Grantor Trust A-2FL pursuant to this Section
4.01(a), shall be deposited in the Class A-2FL Floating Rate Account.

          (b) On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Senior
Certificates (exclusive of the Class A-2FL Certificates), the Class A-2FL REMIC
III Regular Interest, the Class A-M Certificates and the Class A-J Certificates
provided for in Section 4.01(a), the Trustee shall, based on, among other
things, information provided by the Master Servicer and, if applicable, the
Special Servicer, apply the remaining portion, if any, of the Available
Distribution Amount for such Distribution Date to make the distributions
described in the next paragraph to the Holders of the various Classes of the
Class B Through T Certificates, such distributions to be made sequentially among
such Classes of Certificateholders in the alphabetic order of the Class
designations of their respective Certificates (beginning with the Class B
Certificates and ending with the Class T Certificates), in each case to the
extent of the Remaining Available Distribution Amount with respect to the
subject Class of Certificates for such Distribution Date.


                                      -257-




          On each Distribution Date, through and including the Final
Distribution Date, the Holders of each Class of the Class B Through T
Certificates will be entitled to receive, subject to the Remaining Available
Distribution Amount with respect to the subject Class of Certificates for such
Distribution Date, the following distributions in the following order of
priority, in each case to the extent of the remaining available funds:

          first, distributions of interest, up to an amount equal to all
          Distributable Certificate Interest with respect to the subject Class
          of Certificates for such Distribution Date and, to the extent not
          previously received, for all prior Distribution Dates, if any;

          second, distributions of principal, up to an amount (not to exceed the
          Class Principal Balance of the subject Class of Certificates
          outstanding immediately prior to such Distribution Date) equal to the
          Remaining Adjusted Principal Distribution Amount with respect to the
          subject Class of Certificates for such Distribution Date (or, if such
          Distribution Date is the Final Distribution Date, then up to an amount
          equal to the entire Class Principal Balance of the subject Class of
          Certificates immediately prior to, and without regard to the Remaining
          Adjusted Principal Distribution Amount with respect to the subject
          Class of Certificates for, such Distribution Date); and

          third, reimbursements of any and all reductions made in the Class
          Principal Balance of the subject Class of Certificates pursuant to
          Section 4.04(a), up to an amount equal to the Loss Reimbursement
          Amount with respect to the subject Class of Certificates for such
          Distribution Date;

provided that no distributions of principal will be made with respect to any
Class of the Class B Through T Certificates until the reduction to zero of the
Class Principal Balance of each Class of the Class A Certificates, as well as
the Class Principal Balance of each other Class of the Class B Through T
Certificates, if any, that has an earlier alphabetic Class designation (that is,
"Class B" comes before "Class C", "Class C" comes before "Class D", and so
forth) than does the subject Class of Certificates.

          Any portion of the Available Distribution Amount that remains after
the distributions with respect to the Regular Interest Certificates and the
Class A-2FL REMIC III Regular Interest in accordance with Section 4.01(a) and
this Section 4.01(b) shall be applied to make distributions to the Holders of
the Residual Interest Certificates in accordance with Section 4.01(c).

          (c) On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Regular
Interest Certificates and the Class A-2FL REMIC III Regular Interest provided
for in Sections 4.01(a) and 4.01(b), the Trustee shall apply the remaining
portion, if any, of the Available Distribution Amount for such Distribution Date
for the following purposes and in the following order of priority, in each case
to the extent of remaining available funds:

               (i) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made with respect to the REMIC II Regular Interests
     on such Distribution Date pursuant to Section 4.01(m), over (B) the
     aggregate distributions made with respect to the Regular Interest
     Certificates and the Class A-2FL REMIC III Regular Interest on such
     Distribution Date pursuant to Section 4.01(a) and/or Section 4.01(b);


                                      -258-




               (ii) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made with respect to the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(n), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made with respect to the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(m);

               (iii) subject to Section 2.06(b), to make distributions to the
     Holders of the Class R-LR Certificates, up to an amount equal to the
     excess, if any, of (A) that portion of the Available Distribution Amount
     for such Distribution Date that is allocable to the Early Defeasance Trust
     Mortgage Loans and/or any related REO Properties, over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made with respect to the Loan REMIC Regular Interests on such
     Distribution Date pursuant to Section 4.01(o); and

               (iv) to distribute to the Holders of the Class R-I Certificates
     the remaining portion, if any, of the Available Distribution Amount.

          (d) On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall withdraw from the Collection Account any
amount Received by the Trust with respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan during the related Collection Period that represents Net
Prepayment Consideration and shall distribute such Net Prepayment Consideration:
first, to the Holders of the respective Classes of YM Principal Balance
Certificates that are (and to Grantor Trust A-2FL with respect to the Class
A-2FL REMIC III Regular Interest if it is) entitled to distributions of
principal on such Distribution Date, pursuant to Section 4.01(a) or Section
4.01(b), up to an amount equal to, and pro rata based on, the respective
Prepayment Consideration Entitlements for such Classes of Certificates (and, if
applicable, the Class A-2FL REMIC III Regular Interest) for such Distribution
Date in connection with such Net Prepayment Consideration; and second, to the
Holders of the Class X Certificates, in an amount equal to any remaining portion
of such Net Prepayment Consideration.

          Any Net Prepayment Consideration or portion thereof distributed with
respect to the Class X Certificates on any Distribution Date shall be deemed to
have been distributed with respect to the respective Class X REMIC III
Components, on a pro rata basis in accordance with the respective amounts by
which the Component Notional Amounts of such Class X REMIC III Components were
reduced on such Distribution Date by deemed distributions of principal pursuant
to Section 4.01(m).

          Any distributions with respect to the Class A-2FL REMIC III Regular
Interest pursuant to this Section 4.01(d) shall be deposited in the Class A-2FL
Floating Rate Account.

          (e) On each Distribution Date, through and including the Final
Distribution Date, subject to Section 2.05(b), the Trustee shall withdraw from
the Collection Account, and distribute to the Holders of the Class V
Certificates, any amounts that represent Additional Interest Received by the
Trust during the related Collection Period with respect to the ARD Trust
Mortgage Loans (and any successor REO Trust Mortgage Loans with respect
thereto).

          (f) Subject to Section 3.29, on each Distribution Date (after any and
all transfers to the Class A-2FL Floating Rate Account on such Distribution
Date, pursuant to Section 4.01(a) and/or Section 4.01(d), and any payments to
the Class A-2FL Swap Counterparty on such Distribution Date,


                                      -259-




pursuant to Section 3.29(d) and the Class A-2FL Swap Agreement), the Trustee
shall apply amounts on deposit in the Class A-2FL Floating Rate Account to make
the following payments in the following order of priority, in each case to the
extent of the related remaining Class A-2FL Available Funds (exclusive of any
portion thereof that constitutes Yield Maintenance Charges and/or Prepayment
Premiums) for such Distribution Date:

               (i) to make distributions of interest to the Holders of the Class
     A-2FL Certificates, up to the Class A-2FL Interest Distribution Amount for
     such Distribution Date;

               (ii) to make distributions of principal to the Holders of the
     Class A-2FL Certificates, in reduction of the Class Principal Balance of
     the Class A-2FL Certificates, up to the Class A-2FL Principal Distribution
     Amount for such Distribution Date, until such Class Principal Balance has
     been reduced to zero;

               (iii) to reimburse the Holders of the Class A-2FL Certificates,
     until all Realized Losses and Additional Trust Fund Expenses previously
     allocated to the Class A-2FL Certificates, but not previously reimbursed,
     have been reimbursed in full; and

               (iv) to make distributions to the Holders of the Class A-2FL
     Certificates of any remaining amount.

          For so long as the Class A-2FL Swap Agreement is in effect and there
is no continuing Class A-2FL Swap Default thereunder on the part of the Class
A-2FL Swap Counterparty, all Prepayment Premiums and Yield Maintenance Charges
allocable to the Class A-2FL REMIC III Regular Interest shall be payable to the
Class A-2FL Swap Counterparty pursuant to the terms of the Class A-2FL Swap
Agreement. However, during the occurrence of a Class A-2FL Swap Default on the
part of the Class A-2FL Swap Counterparty under the Class A-2FL Swap Agreement
or if the Class A-2FL Swap Agreement is terminated and a replacement Class A-2FL
Swap Agreement is not obtained, then all Prepayment Premiums and Yield
Maintenance Charges distributed to Grantor Trust A-2FL with respect to the Class
A-2FL REMIC III Regular Interest shall be distributed by the Trustee to the
Holders of the Class A-2FL Certificates on the subject Distribution Date.

          (g) On the Final Distribution Date (other than one related to a
termination under the second paragraph of Section 9.01(a), the Special Servicer
shall withdraw from the Loss of Value Reserve Fund and remit to the Trustee, and
(upon receipt) to the extent all other Certificates have been paid in full,
including reimbursement for Realized Losses and Additional Trust Fund Expenses,
the Trustee shall distribute to the Holders of the Class R-III Certificates, any
Loss of Value Payments remaining on deposit in the Loss of Value Reserve Fund as
of the Final Distribution Date (after taking into account any transfer of Loss
of Value Payments from the Loss of Value Reserve Fund to the Collection Account
on the immediately preceding Trust Master Servicer Remittance Date in accordance
with Section 3.05(e)).

          (h) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having


                                      -260-




appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five (5) Business Days prior
to the related Record Date or, in the case of the initial Distribution Date, no
later than the close of business on the later of (i) the fifth Business Day
prior to the related Record Date and (ii) the Closing Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any related
Loss Reimbursement Amount) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of any related Loss Reimbursement Amount, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Register or to any other
address of which the Trustee was subsequently notified in writing. If such check
is returned to the Trustee, then the Trustee, directly or through an agent,
shall take such reasonable steps to contact the related Holder and deliver such
check as it shall deem appropriate. Any funds in respect of a check returned to
the Trustee shall be set aside by the Trustee and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Trustee has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Trustee shall, subject to applicable law,
distribute the unclaimed funds to the Class R-III Certificateholders.

          (i) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

          (j) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.


                                      -261-




          (k) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any related Loss Reimbursement Amount) will be made on the next
Distribution Date, the Trustee shall, as soon as reasonably practicable and, in
any event, no later than the second Business Day prior to such Distribution
Date, mail to each Holder of record of such Class of Certificates on such date a
notice to the effect that:

               (i) the Trustee expects that the final distribution with respect
     to such Class of Certificates will be made on such Distribution Date but
     only upon presentation and surrender of such Certificates at the office of
     the Certificate Registrar or at such other location therein specified, and

               (ii) no interest shall accrue on such Certificates from and after
     the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(k) shall not have been surrendered for
cancellation within six (6) months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one (1) year
after the second notice all such Certificates shall not have been surrendered
for cancellation, then the Trustee, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(k) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-III Certificateholders all
unclaimed funds and other assets which remain subject thereto.

          (l) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.

          (m) All distributions made in respect of any Class of Principal
Balance Certificates (exclusive of the Class A-2FL Certificates) or the Class
A-2FL REMIC III Regular Interest on any Distribution Date (including the Final
Distribution Date) pursuant to Section 4.01(a), Section 4.01(b) or Section
4.01(d) shall be deemed to have first been distributed on such Distribution Date
from REMIC II to REMIC III with respect to the Corresponding REMIC II Regular
Interest for such Class of


                                      -262-




Certificates or the Class A-2FL REMIC III Regular Interest, as the case may be;
and all distributions made with respect to the Class X Certificates on any
Distribution Date pursuant to Section 4.01(a) or Section 4.01(d) and allocable
to any particular Class X REMIC III Component, shall be deemed to have first
been distributed on such Distribution Date from REMIC II to REMIC III in respect
of the Corresponding REMIC II Regular Interest for such Class X REMIC III
Component. In each case, if such distribution on any such Class of Certificates
or on the Class A-2FL REMIC III Regular Interest was a distribution of accrued
interest, of principal, of additional interest (in the form of Net Prepayment
Consideration or any portion thereof) or in reimbursement of any Loss
Reimbursement Amount with respect to such Class of Certificates or the Class
A-2FL REMIC III Regular Interest, as applicable, then the corresponding
distribution deemed to be made on a REMIC II Regular Interest pursuant to the
preceding sentence shall be deemed to also be, respectively, a distribution of
accrued interest, of principal, of additional interest (in the form of Net
Prepayment Consideration or any portion thereof) or in reimbursement of any Loss
Reimbursement Amount with respect to such REMIC II Regular Interest.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates and the Class A-2FL REMIC III Regular
Interest pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or
Section 4.01(d), as applicable, shall be deemed to have been so made from the
amounts deemed distributed with respect to the REMIC II Regular Interests on
such Distribution Date pursuant to this Section 4.01(m). Notwithstanding the
deemed distributions on the REMIC II Regular Interests described in this Section
4.01(m), actual distributions of funds from the Collection Account shall be made
only in accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c),
Section 4.01(d) or Section 4.01(e), as applicable.

          (n) On each Distribution Date, through and including the Final
Distribution Date, the Available Distribution Amount for such Distribution Date
shall be deemed to have been distributed from REMIC I to REMIC II for the
following purposes and in the following order of priority, in each case to the
extent of the remainder of such funds:

          (i) as deemed distributions of interest with respect to all the REMIC
     I Regular Interests, up to an amount equal to, and pro rata in accordance
     with, all Uncertificated Distributable Interest with respect to each such
     REMIC I Regular Interest for such Distribution Date and, to the extent not
     previously deemed distributed, for all prior Distribution Dates, if any;

          (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each such REMIC I Regular Interest, the portion of
     the Principal Distribution Amount for such Distribution Date attributable
     to the related Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto; and

          (iii) as deemed distributions of reimbursement with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, any Loss Reimbursement Amount with respect to each such
     REMIC I Regular Interest for such Distribution Date (with compounded
     interest at the related REMIC I Remittance Rate in effect from time to time
     on the aggregate amount of unreimbursed reductions made from time to time
     in the Uncertificated Principal Balance of the subject REMIC I Regular
     Interest pursuant to Section 4.04(c)).


                                      -263-




          Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed on such Distribution Date from REMIC I to REMIC II in
respect of the REMIC I Regular Interest(s) corresponding to the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, in respect of
which such Net Prepayment Consideration was received.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates, the Class A-2FL REMIC III Regular
Interest and the Class R-II Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 4.01(d), as applicable, as well as the
deemed distributions made on each Distribution Date in respect of the REMIC II
Regular Interests pursuant to Section 4.01(m), shall be deemed to have been so
made from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(n).
Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 4.01(n), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e), as
applicable.

          (o) On each Distribution Date, through and including the Final
Distribution Date, any portion of the Available Distribution Amount for such
date allocable to an Early Defeasance Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) shall be deemed to have first been
distributed from the related Loan REMIC to REMIC I in respect of the
corresponding Loan REMIC Regular Interest, in each case to the extent of the
remaining portions of such funds, for the following purposes and in the
following order of priority:

               (i) as deemed distributions of interest in respect of the related
     Loan REMIC Regular Interest, up to an amount equal to all Uncertificated
     Distributable Interest in respect of such Loan REMIC Regular Interest for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates, if any;

               (ii) as deemed distributions of principal in respect of the
     related Loan REMIC Regular Interest, up to an amount equal to the portion
     of the Principal Distribution Amount for such Distribution Date
     attributable to such Early Defeasance Trust Mortgage Loan (or any successor
     REO Trust Mortgage Loan with respect thereto); and

               (iii) as deemed distributions of reimbursement with respect to
     the related Loan REMIC Regular Interest, up to an amount equal to any Loss
     Reimbursement Amount with respect to the related Loan REMIC Regular
     Interest for such Distribution Date (with compounded interest at the
     related Loan REMIC Remittance Rate in effect from time to time on the
     aggregate amount of unreimbursed reductions made from time to time in the
     Uncertificated Principal Balance of the related Loan REMIC Regular Interest
     pursuant to Section 4.04(d)).

          Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date that is allocable to an Early
Defeasance Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) shall, in each case, be deemed to have been distributed on such
Distribution Date from the related Loan REMIC to REMIC I in respect of the Loan
REMIC Regular Interest corresponding to the prepaid Early Defeasance Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto) as
to which such Net Prepayment Consideration was received.


                                      -264-




          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates, the Class A-2FL REMIC III Regular
Interest, the Class R-II Certificates and the Class R-I Certificates pursuant to
Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 4.01(d), as
applicable, shall be deemed to have been so made in part from the amounts deemed
distributed with respect to the Loan REMIC Regular Interests, if any, on such
Distribution Date pursuant to this Section 4.01(o). Notwithstanding the deemed
distributions on the Loan REMIC Regular Interests, if any, described in this
Section 4.01(o), actual distributions of funds from the Collection Account shall
be made only in accordance with Section 4.01(a), Section 4.01(b), Section
4.01(c), Section 4.01(d) or Section 4.01(e), as applicable.

          Notwithstanding the foregoing, the applicability of this Section
4.01(o) shall be subject to Section 2.06(b).

          SECTION 4.02. Statements to Certificateholders and Others.

          (a) The Trustee shall prepare and, on each Distribution Date, shall
provide or make available electronically to the Depositor, the Underwriters, the
Master Servicer, the Special Servicer, the Controlling Class Representative,
each Rating Agency, the Holders of each Class of Certificates and, upon their
written request to the Trustee, any Certificate Owners of the Book-Entry
Certificates as may be identified to the reasonable satisfaction of the Trustee,
a statement, substantially in the form attached hereto as Exhibit B (a
"Distribution Date Statement"), together with the CMSA Bond Level File, the CMSA
Collateral Summary File, the CMSA Historical Bond/Collateral Realized Loss
Reconciliation Template, the CMSA Historical Liquidation Loss Template, the CMSA
Interest Shortfall Reconciliation Template, the CMSA Reconciliation of Funds
Template and the Mortgage Pool Data Update Report, based on information provided
to it by the Master Servicer and/or the Special Servicer, which Distribution
Date Statement shall set forth, without limitation:

               (i) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in reduction of
     the Class Principal Balance thereof;

               (ii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates and the Class
     A-2FL Certificates allocable to Distributable Certificate Interest;

               (iii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates and the Class
     A-2FL Certificates allocable to Prepayment Consideration;

               (iv) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in
     reimbursement of any related Loss Reimbursement Amount for such
     Distribution Date;

               (v) the total payments and other collections Received by the
     Trust during the related Collection Period, the fees and expenses paid
     therefrom (with an identification of the general purpose of such fees and
     expenses and the party receiving such fees and expenses), the Available
     Distribution Amount for such Distribution Date;


                                      -265-




               (vi) the aggregate amount of P&I Advances made in respect of the
     Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);

               (vii) (A) the aggregate amount of unreimbursed P&I Advances that
     had been outstanding with respect to the Mortgage Pool at the close of
     business on the related Determination Date and the aggregate amount of any
     interest accrued and payable to the Master Servicer, the Trustee or any
     Fiscal Agent in respect of any such unreimbursed P&I Advances in accordance
     with Section 4.03(d) as of the close of business on such related
     Determination Date and (B) the aggregate amount of unreimbursed Servicing
     Advances (and/or comparable advances made in respect of an Outside Serviced
     Trust Mortgage Loan or related REO Property pursuant to the related Outside
     Servicing Agreement) that had been outstanding with respect to the Mortgage
     Pool as of the close of business on the related Determination Date (or, in
     the case of an Outside Serviced Trust Mortgage Loan or any related REO
     Property, as of the end of the related Underlying Collection Period) and
     the aggregate amount of interest accrued and payable to the Master
     Servicer, the Special Servicer, the Trustee or any Fiscal Agent (or, if
     applicable, to a party under an Outside Servicing Agreement) in respect of
     such unreimbursed Servicing Advances in accordance with Section 3.11(g)
     (or, if applicable, any such comparable advance(s) in accordance with the
     related Outside Servicing Agreement) as of the close of business on such
     related Determination Date (or, in the case of an Outside Serviced Trust
     Mortgage Loan or any related REO Property, as of the end of the related
     Underlying Collection Period);

               (viii) the aggregate unpaid principal balance of the Mortgage
     Pool outstanding as of the close of business on the related Determination
     Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto, as of the end of
     the related Underlying Collection Period) and the aggregate Stated
     Principal Balance of the Mortgage Pool outstanding immediately before and
     immediately after such Distribution Date;

               (ix) the number, aggregate unpaid principal balance, weighted
     average remaining term to maturity and weighted average Mortgage Rate of
     the Trust Mortgage Loans (but not the REO Trust Mortgage Loans) in the
     Mortgage Pool, as of the close of business on the related Determination
     Date (or, in the case of an Outside Serviced Trust Mortgage Loan, as of the
     end of the related Underlying Collection Period);

               (x) the number, aggregate unpaid principal balance (as of the
     close of business on the related Determination Date or, in the case of an
     Outside Serviced Trust Mortgage Loan, as of the end of the related
     Underlying Collection Period) and aggregate Stated Principal Balance
     (immediately after such Distribution Date) of Trust Mortgage Loans in the
     Mortgage Pool, that were (A) delinquent 30 to 59 days, (B) delinquent 60 to
     89 days, (C) delinquent 90 or more days, (D) as to which foreclosure
     proceedings have been commenced, and (E) as to which, to the knowledge of
     the Master Servicer or the Special Servicer, as applicable, bankruptcy
     proceedings have commenced in respect of the related Mortgagor;

               (xi) as to each Trust Mortgage Loan referred to in the preceding
     clause (x) above, (A) the loan number thereof, (B) the Stated Principal
     Balance thereof immediately following such Distribution Date and (C)
     whether the delinquency is in respect of its Balloon Payment;


                                      -266-




               (xii) with respect to any Trust Mortgage Loan as to which a
     Liquidation Event occurred during the related Collection Period (or, in the
     case of a Final Recovery Determination with respect to an Outside Serviced
     Trust Mortgage Loan, during the related Underlying Collection Period), (A)
     the loan number thereof, (B) the nature of the Liquidation Event and, in
     the case of a Final Recovery Determination, a brief description of the
     basis for such Final Recovery Determination, (C) the aggregate of all
     Liquidation Proceeds and other amounts received in connection with such
     Liquidation Event (separately identifying the portion thereof allocable to
     distributions on the Certificates), and (D) the aggregate amount of any
     Realized Loss and Additional Trust Fund Expenses in connection with such
     Liquidation Event;

               (xiii) with respect to any Trust Mortgage Loan that was the
     subject of any material modification, extension or waiver during the
     related Collection Period, (A) the loan number thereof, (B) the unpaid
     principal balance thereof and (C) a brief description of such modification,
     extension or waiver, as the case may be;

               (xiv) with respect to any Trust Mortgage Loan as to which an
     uncured and unresolved Material Breach or Material Document Defect is
     alleged to exist, (A) the loan number thereof, (B) the unpaid principal
     balance thereof, (C) a brief description of such Material Breach or
     Material Document Defect, as the case may be, and (D) the status of such
     Material Breach or Material Document Defect, as the case may be, including
     any actions known to the Trustee that are being taken by or on behalf of
     the Depositor (in the case of a Lehman Trust Mortgage Loan) or the related
     Unaffiliated Mortgage Loan Seller (in the case of a Non-Lehman Trust
     Mortgage Loan) with respect thereto;

               (xv) with respect to any REO Property that was included (or an
     interest in which was included) in the Trust Fund as of the close of
     business on the related Determination Date (or, in the case of an Outside
     Administered REO Property, as of the end of the related Underlying
     Collection Period), the loan number of the related Trust Mortgage Loan, the
     book value of such REO Property and the amount of REO Revenues and other
     amounts, if any, Received by the Trust with respect to such REO Property
     during the related Collection Period (separately identifying the portion
     thereof allocable to distributions on the Certificates) and, if available,
     the Appraised Value of such REO Property as expressed in the most recent
     appraisal thereof and the date of such appraisal;

               (xvi) with respect to any Trust Mortgage Loan as to which the
     related Mortgaged Property became an REO Property during the related
     Collection Period (or, in the case of an REO Acquisition of an Outside
     Administered REO Property, during the related Underlying Collection
     Period), the loan number of such Trust Mortgage Loan and the Stated
     Principal Balance of such Trust Mortgage Loan as of the related Acquisition
     Date;

               (xvii) with respect to any REO Property as to which a Final
     Recovery Determination was made during the related Collection Period (or,
     in the case of an Outside Administered REO Property, during the related
     Underlying Collection Period), (A) the loan number of the related Trust
     Mortgage Loan, (B) a brief description of the basis for the Final Recovery
     Determination, (C) the aggregate of all Liquidation Proceeds and other
     amounts Received by the Trust with respect to such REO Property during the
     related Collection Period (separately identifying the portion thereof
     allocable to distributions on the Certificates), (D) the


                                      -267-




     aggregate amount of any Realized Loss and Additional Trust Fund Expenses in
     respect of the related REO Trust Mortgage Loan in connection with such
     Final Recovery Determination and (E), if available, the Appraised Value of
     such REO Property as expressed in the most recent appraisal thereof and the
     date of such appraisal;

               (xviii) the Distributable Certificate Interest and Accrued
     Certificate Interest in respect of each Class of Regular Interest
     Certificates and the Class A-2FL REMIC III Regular Interest, as well as the
     Class A-2FL Interest Distribution Amount, for such Distribution Date or the
     related Interest Accrual Period, as applicable;

               (xix) any unpaid Distributable Certificate Interest in respect of
     each Class of Regular Interest Certificates and the Class A-2FL REMIC III
     Regular Interest, as well as any unpaid portion of the Class A-2FL Interest
     Distribution Amount, after giving effect to the distributions made on such
     Distribution Date, and if the full amount of the Adjusted Principal
     Distribution Amount was not distributed on such Distribution Date, the
     portion of the shortfall affecting each Class of Principal Balance
     Certificates;

               (xx) the Pass-Through Rate for each Class of Regular Interest
     Certificates, the Class A-2FL REMIC III Regular Interest and the Class
     A-2FL Certificates for the related Interest Accrual Period;

               (xxi) the Principal Distribution Amount and the Adjusted
     Principal Distribution Amount for such Distribution Date, in each case
     separately identifying the respective components thereof (and, in the case
     of any Principal Prepayment or other unscheduled collection of principal
     Received by the Trust during the related Collection Period, the loan number
     for the related Trust Mortgage Loan and the amount of such prepayment or
     other collection of principal);

               (xxii) the aggregate of (A) all Realized Losses incurred during
     the related Collection Period (or, in the case of an Outside Serviced Trust
     Mortgage Loan or an Outside Administered REO Property, during the related
     Underlying Collection Period) and, as of the related Determination Date,
     from the Closing Date and (B) all Additional Trust Fund Expenses (with a
     description thereof) incurred during the related Collection Period (or, in
     the case of an Outside Serviced Trust Mortgage Loan or an Outside
     Administered REO Property, during the related Underlying Collection Period)
     and, as of the related Determination Date, from the Closing Date;

               (xxiii) the aggregate of all Realized Losses and Additional Trust
     Fund Expenses that remain unallocated immediately following such
     Distribution Date;

               (xxiv) the Class Principal Balance of each Class of Principal
     Balance Certificates and the Class Notional Amount of the Class X
     Certificates, outstanding immediately before and immediately after such
     Distribution Date, separately identifying any reduction therein pursuant to
     Section 4.04 on such Distribution Date;

               (xxv) the Certificate Factor for each Class of Regular Interest
     Certificates and the Class A-2FL Certificates immediately following such
     Distribution Date;


                                      -268-




               (xxvi) the aggregate amount of any interest on Advances in
     respect of the Mortgage Pool paid to the Master Servicer, the Trustee, any
     Fiscal Agent or any other party hereto during the related Collection Period
     in accordance with Section 3.11(g) and/or Section 4.03(d) (and the
     aggregate amount of interest on servicing advances in respect of an Outside
     Serviced Trust Mortgage Loan or any Outside Administered REO Property paid
     to any Outside Servicer or other applicable party during the related
     Underlying Collection Period in accordance with the related Outside
     Servicing Agreement);

               (xxvii) (A) the loan number for each Required Appraisal Loan (and
     each Outside Serviced Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto with a similar status under the related
     Outside Servicing Agreement) and any related Appraisal Reduction Amount
     (including an itemized calculation thereof) as of the related Determination
     Date and (B) the aggregate Appraisal Reduction Amount for all Required
     Appraisal Loans (and each Outside Serviced Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto with a similar
     status under the related Outside Servicing Agreement) as of the related
     Determination Date (or, in the case of an Outside Serviced Trust Mortgage
     Loan or any successor REO Trust Mortgage Loan with respect thereto, if
     applicable, as of the end of the related Underlying Collection Period);

               (xxviii) on a cumulative basis from the Cut-off Date, the number,
     aggregate Stated Principal Balance immediately after such Distribution Date
     (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
     Balance (in the case of subclauses (C) and (D)), weighted average extension
     period (except in the case of subclause (B) and which shall be zero in the
     case of subclause (C)), and weighted average anticipated extension period
     (in the case of subclause (B)) of Trust Mortgage Loans (A) as to which the
     maturity dates have been extended, (B) as to which the maturity dates are
     in the process of being extended, (C) that have paid off and were never
     extended, (D) as to which the maturity dates had previously been extended
     and have paid off and (E) as to which the maturity dates had been
     previously extended and are in the process of being further extended;

               (xxix) the original and then current credit support levels for
     each Class of Regular Interest Certificates and the Class A-2FL
     Certificates;

               (xxx) the original and then current ratings, if any, for each
     Class of Regular Interest Certificates and the Class A-2FL Certificates;

               (xxxi) the aggregate amount of Prepayment Consideration Received
     by the Trust with respect to the Mortgage Pool during each of (A) the
     related Collection Period and (B) the period from and including the Closing
     Date to and including the related Determination Date;

               (xxxii) (A) the aggregate amount of servicing compensation in
     respect of the Mortgage Pool (separately identifying the amount of each
     category of compensation) paid to the Master Servicer, to the Special
     Servicer and, if payable directly out of the Trust Fund without a reduction
     in the servicing compensation otherwise payable to the Master Servicer or
     the Special Servicer, to each Sub-Servicer, during the related Collection
     Period, (B) the aggregate amount of servicing compensation in respect of
     each Outside Serviced Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto (separately identifying the amount of


                                      -269-




     each category of compensation) paid to the related Outside Servicers during
     the related Underlying Collection Period and (C) such other information as
     the Trustee is required by the Code or other applicable law to furnish to
     enable Certificateholders to prepare their tax returns;

               (xxxiii) the amounts, if any, actually distributed with respect
     to each Class of Residual Interest Certificates on such Distribution Date;

               (xxxiv) a brief description of any uncured Event of Default known
     to the Trustee (to the extent not previously reported) and, as determined
     and/or approved by the Depositor, any other information necessary to
     satisfy the requirements of Item 1121(a) of Regulation AB that can, in the
     Trustee's reasonable judgment, be included on the Distribution Date
     Statement without undue difficulty; and

               (xxxv) all payments to and from the Class A-2FL Swap Counterparty
     during the month of such Distribution Date and the respective components
     thereof.

          In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xvii), (xxi),
(xxii), (xxiii), (xxvi), (xxvii), (xxviii), (xxxi), (xxxii), (xxxiii) and
(xxxiv) above, insofar as the underlying information is solely within the
control of the Depositor, the Special Servicer or the Master Servicer, the
Trustee may, absent manifest error, conclusively rely on the reports to be
provided by the Depositor, the Special Servicer or the Master Servicer, as the
case may be.

          Each Distribution Date Statement shall identify the Distribution Date
to which it relates and the Record Date, the Interest Accrual Period, the Trust
Determination Date and the Trust Collection Period that correspond to such
Distribution Date.

          The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository.

          (b) The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto, any Person identified by
any Certificateholder or Certificate Owner as a prospective transferee or any
designee of the Depositor, via the Trustee's internet website, on a restricted
basis, with the use of a password provided by the Trustee to such Person upon
request and, in the case of a Certificateholder, a Certificate Owner or a
prospective transferee of a Certificate or any interest therein, upon receipt by
the Trustee from such Person of a certification substantially in the form of
Exhibit L-1 or Exhibit L-2, as applicable, all Certificateholder Reports and any
additional files containing substantially similar information in an alternative
format and, with the consent or at the direction of the Depositor, such other
information regarding the Certificates and/or the Mortgage Pool as the Trustee
may have in its possession. Notwithstanding the foregoing, any reports required
to be included in the Certificateholder Reports with respect to an Outside
Serviced Trust Mortgage Loan or any Outside Administered REO Property shall be
forwarded or otherwise made available by the Trustee in accordance with this
paragraph only to the extent that such information is actually received by the
Trustee. The Trustee will make no representations or warranties as to the
accuracy or completeness of such documents and will assume no responsibility
therefor.


                                      -270-




          The Trustee's internet website shall initially be located at
"www.etrustee.net" or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the parties hereto, the Controlling Class Representative
(if any), the Certificateholders and the Rating Agencies. In connection with
providing access to the Trustee's internet website, the Trustee may require the
acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

          The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, on its
internet website. The Master Servicer will make no representations or warranties
as to the accuracy or completeness of any report not prepared by it and will
assume no responsibility for any information for which it is not the original
source.

          The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time on such website or in one or more written notices
delivered to the other parties hereto, the Controlling Class Representative (if
any), the Certificateholders and the Rating Agencies. In connection with
providing access to the Master Servicer's internet website, the Master Servicer
may require registration, issuance and use of a password and username, execution
of an access agreement and acceptance of a disclaimer. The Master Servicer shall
not be liable for the dissemination of information to any Person in accordance
with this Agreement. Access to the Master Servicer's internet website shall be
with the use of a password provided by the Master Servicer, which, in the case
of an existing or prospective Certificateholder or Certificate Owner, shall only
be provided upon receipt by the Master Servicer from such Person of a
certification substantially in the form of Exhibit L-1 or Exhibit L-2, as
applicable. Notwithstanding the foregoing, upon the Depositor's notifying the
Master Servicer that the Non-Registered Certificates have been sold by the
Underwriters to unaffiliated third parties, the Master Servicer may make the
Servicer Reports available on its internet website without a password, provided
that, for so long as reports are required to be filed with the Commission in
respect of the Trust pursuant to Section 15(d) of the Exchange Act, the subject
reports shall have been previously filed with the Commission (which shall be
confirmed by the Master Servicer by request made to the Trustee).

          (c) If the Master Servicer or the Special Servicer, as the case may
be, delivers a Supplemental Report to the Trustee, in accordance with Section
3.12(d), then the Trustee shall include the Supplemental Report in or as an
attachment to the Distribution Date Statement for the following Distribution
Date and, to the extent required by Section 8.15(a), shall file such
Supplemental Report, together with such Distribution Date Statement, on the
related Distribution Report on Form 10-D and/or the related Annual Report on
Form 10-K, as applicable, in accordance with Section 8.15(a).

          During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of a Certificateholder Report, a CMSA NOI Adjustment
Worksheet or a CMSA Operating Statement Analysis Report shall be deemed to have
agreed to keep confidential the information therein until such statement or
report is filed with the Commission, and each Certificateholder Report, CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report shall bear a
legend to the effect that: "Until this statement/report is filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep
the information


                                      -271-




contained herein confidential and such information will not, without the prior
consent of the Master Servicer or the Trustee, be disclosed by such recipient or
by its officers, directors, partners, employees, agents or representatives in
any manner whatsoever, in whole or in part."

          (d) Absent manifest error of which it has actual knowledge, none of
the Master Servicer, the Special Servicer or the Trustee shall be responsible
for the accuracy or completeness of any information supplied to it by a
Mortgagor, a Mortgage Loan Seller or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer, the Special Servicer or the Trustee, as applicable, pursuant to this
Agreement. None of the Trustee, the Master Servicer or the Special Servicer
shall have any obligation to verify the accuracy or completeness of any
information provided by a Mortgagor, a Mortgage Loan Seller, a third party or
each other. The Master Servicer may, absent manifest error, conclusively rely on
any information provided by the respective Mortgage Loan Sellers or any
Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup
File, CMSA Property File and CMSA Financial File.

          (e) Within a reasonable period of time after the end of each calendar
year, upon request, the Trustee shall send to each Person who at any time during
the calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items relating to distributions of interest
(including any Prepayment Consideration and Additional Interest) and principal
to such Certificateholder during such calendar year (or the applicable portion
of such calendar year during which such Person was a Certificateholder) set
forth in the Distribution Date Statements and such other information as may be
required to enable such Certificateholder to prepare its federal income tax
returns. Such information shall include the amount of original issue discount
accrued on each Class of Certificates and information regarding the expenses of
the Trust Fund. Such requirement shall be deemed to be satisfied to the extent
such information is provided pursuant to applicable requirements of the Code
from time to time in force.

          (f) Upon receipt of notice from the Depositor that the Underwriters
have sold the Non-Registered Certificates to unaffiliated third parties, the
Trustee shall make available electronically or, if so requested, forward by hard
copy, on each Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th
Floor, New York, New York 10022, or such other address as the Depositor or
Trepp, LLC may designate), (ii) Intex Solutions, Inc. (at 110 A Street, Needham,
Massachusetts 02494, or such other address as the Depositor or Intex Solutions,
Inc. may hereafter designate), (iii) Charter Research Corporation (at Two Oliver
Street, 10th Floor, Boston, Massachusetts 02109-4904, or such other address as
the Depositor or Charter Research Corporation may hereafter designate), and (iv)
any other similar third party information provider designated by the Depositor,
a copy of the reports made available to the Holders of the Certificates on such
Distribution Date as described above.

          (g) Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholder or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02 electronically to such party (such electronic
distribution and such statements, reports, and/or information thereon to bear
such appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

          If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this


                                      -272-




Section 4.02 that it would otherwise be entitled to receive if it were the
Holder of a Definitive Certificate evidencing its ownership interest in the
related Class of Book-Entry Certificates, then the Trustee shall forward such
statements, reports and/or other written information to such Certificate Owner
as provided above, upon the request of such Certificate Owner made in writing to
the Corporate Trust Office (accompanied by current verification of such
Certificate Owner's ownership interest). Such portion of such information as may
be agreed upon by the Depositor and the Trustee shall be furnished to any such
Person via overnight courier delivery or telecopy from the Trustee; provided
that the cost of such overnight courier delivery or telecopy shall be an expense
of the party requesting such information.

          (h) The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02 to the extent it
receives, in the format required by this Agreement, the necessary underlying
information from the Master Servicer or the Special Servicer, as applicable, and
shall not be liable for any failure to deliver any thereof on the prescribed due
dates, to the extent caused by failure to receive timely such underlying
information. Nothing herein shall obligate the Trustee, the Master Servicer or
the Special Servicer to violate any applicable law prohibiting disclosure of
information with respect to any Mortgagor and the failure of the Trustee, Master
Servicer or the Special Servicer to disseminate information for such reason
shall not be a breach hereof.

          (i) The information to be furnished by the Trustee to the
Certificateholders pursuant to this Section 4.02 shall not limit the Trustee in
furnishing any such information to other Persons to whom it determines such
disclosure to be appropriate and shall not limit the Trustee in furnishing to
Certificateholders or to any Person any other information with respect to the
Trust Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be
provided to it by the Depositor, the Master Servicer or the Special Servicer or
gathered by it in any investigation or other manner from time to time (such
information, other than as described in this Section 4.02, is referred to herein
as "Additional Information") as it may reasonably deem necessary or appropriate
from time to time, provided that (A) the Trustee shall give the Depositor three
(3) Business Days' advance notice before doing so, (B) any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below), (C) the Trustee shall be
entitled to indicate the source of all information furnished by it, and the
Trustee may affix thereto any disclaimer it deems appropriate in its reasonable
discretion, (D) the Trustee shall notify Certificateholders of the availability
of any such information in any manner as it, in its sole discretion, may
determine, and (E) this provision shall not prevent the Trustee, whether with or
without the consent of the Depositor, from furnishing information with respect
to the Trust Fund and its administration thereof to any Person, if it reasonably
determines that the furnishing of such information is required by applicable
law. The Trustee shall forward to the Depositor any requests for Additional
Information which, for their fulfillment, require the consent of the Depositor.
Nothing herein shall be construed to impose upon the Trustee any obligation or
duty to furnish or distribute any Additional Information to any Person in any
instance.

          SECTION 4.03. P&I Advances With Respect to the Mortgage Pool.

          (a) On or before 3:00 p.m., New York City time, on each Trust Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool, first, by
transferring to the Trustee for deposit in the Collection Account amounts then
held in the Pool Custodial Account for future distribution to Certificateholders
in subsequent months in discharge of such obligations, and second, by remitting
its own funds to the Trustee for deposit in the


                                      -273-




Collection Account in an amount equal to the remaining portion of such required
P&I Advances. Any amounts held in the Pool Custodial Account for future
distribution and so used to make P&I Advances shall be appropriately reflected
in the Master Servicer's records and replaced by the Master Servicer by deposit
in the Pool Custodial Account on or before the next succeeding applicable
Determination Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and interest in respect of which
such P&I Advances were made). If, as of 4:00 p.m., New York City time, on any
Trust Master Servicer Remittance Date, the Master Servicer shall not have made
any P&I Advance required to be made on such date pursuant to this Section
4.03(a) (and shall not have delivered to the Trustee the requisite Officer's
Certificate and any required supporting documentation related to a determination
of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (704) 715-0036 (or such alternative number
provided by the Master Servicer to the Trustee in writing), and by telephone at
telephone no. (704) 593-7768 or (704) 593-7782 (or such alternative number
provided by the Master Servicer to the Trustee in writing) as soon as possible,
but in any event before 5:00 p.m., New York City time, on such Trust Master
Servicer Remittance Date. If after such notice by facsimile, the Trustee does
not receive the full amount of such P&I Advances by 10:00 a.m., New York City
time, on the related Distribution Date, then the Trustee (or any Fiscal Agent on
its behalf) shall make the portion of such P&I Advances that was required to be,
but was not, made by the Master Servicer on such Trust Master Servicer
Remittance Date. If the Trustee fails to make any such P&I Advance on the
related Distribution Date, but a Fiscal Agent makes such P&I Advance on such
date, then the Trustee shall be deemed not to be in default hereunder.

          No party hereto shall be required to make a P&I Advance with respect
to any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

          (b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or any Fiscal Agent, as the case may be, pursuant to this
Section 4.03 in respect of any Distribution Date shall, subject to Section
4.03(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of related Master
Servicing Fees and Workout Fees (and, in the case of each Outside Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto,
further net of any related similar fees payable to third parties with respect to
the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto pursuant to the related Outside Servicing
Agreement) due or deemed due, as the case may be, in respect of the Trust
Mortgage Loans (including Balloon Trust Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Trust Mortgage Loans in the Mortgage
Pool on their respective Due Dates during the calendar month in which the
subject Distribution Date occurs, in each case to the extent such amount was not
Received by the Trust (including as net income from any related REO Property) as
of the end of the related Collection Period; provided that--

               (i) if it is determined by the applicable Outside Servicer and
     reported to the applicable parties hereunder that an Appraisal Reduction
     Amount exists with respect to any Outside Serviced Loan Combination, and a
     portion of such Appraisal Reduction Amount is allocable to the Trust
     Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as applicable, that is part of such Outside Serviced Loan
     Combination, then the interest portion of each P&I Advance, if any,
     required to be made pursuant to this Section 4.03 with respect to such
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect


                                      -274-




     thereto, as the case may be, during the period that such Appraisal
     Reduction Amount continues to exist, shall be reduced to equal the product
     of (A) the amount of the interest portion of the subject P&I Advance that
     would otherwise be required to be made under this Section 4.03 with respect
     to such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
     respect thereto, as the case may be, without regard to this proviso,
     multiplied by (B) a fraction, the numerator of which is equal to the Stated
     Principal Balance of such Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto, as the case may be, reduced (to not
     less than zero) by the portion of any Appraisal Reduction Amount in respect
     of the subject Outside Serviced Loan Combination that is allocable to such
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as the case may be, and the denominator of which is equal to the
     then Stated Principal Balance of such Trust Mortgage Loan or any successor
     REO Trust Mortgage Loan with respect thereto, as the case may be;

               (ii) if it is determined that an Appraisal Reduction Amount
     exists with respect to any Serviced Loan Combination and, further, that a
     portion of such Appraisal Reduction Amount is allocable to the Trust
     Mortgage Loan or REO Trust Mortgage Loan, as applicable, that is part of
     such Serviced Loan Combination, then the interest portion of each P&I
     Advance, if any, required to be made pursuant to this Section 4.03 with
     respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
     may be, during the period that such Appraisal Reduction Amount continues to
     exist, shall be reduced to equal the product of (A) the amount of the
     interest portion of the subject P&I Advance that would otherwise be
     required to be made under this Section 4.03 with respect to such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, without
     regard to this proviso, multiplied by (B) a fraction, the numerator of
     which is equal to the then Stated Principal Balance of such Trust Mortgage
     Loan or REO Trust Mortgage Loan, as the case may be, reduced (to not less
     than zero) by the portion of such Appraisal Reduction Amount with respect
     to the subject Serviced Loan Combination that is allocable to such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, and the
     denominator of which is equal to the then Stated Principal Balance of such
     Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be;

               (iii) if it is determined that an Appraisal Reduction Amount
     exists with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan
     that is not part of a Loan Combination, then the interest portion of each
     P&I Advance, if any, required to be made pursuant to this Section 4.03 with
     respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
     may be, during the period that such Appraisal Reduction Amount continues to
     exist, shall be reduced to equal the product of (A) the amount of the
     interest portion of the subject P&I Advance that would otherwise be
     required to be made under this Section 4.03 in respect of such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, without
     regard to this proviso, multiplied by (B) a fraction, the numerator of
     which is equal to the then Stated Principal Balance of such Trust Mortgage
     Loan or REO Trust Mortgage Loan, as the case may be, reduced (to not less
     than zero) by such Appraisal Reduction Amount, and the denominator of which
     is equal to the then Stated Principal Balance of such Trust Mortgage Loan
     or REO Trust Mortgage Loan, as the case may be; and

provided, further, that the existence of an Appraisal Reduction Amount with
respect to, or that is allocable to, any Trust Mortgage Loan or REO Trust
Mortgage Loan shall not affect the principal portion of any required P&I Advance
with respect thereto.


                                      -275-




          For purposes of determining the amount of P&I Advances to be made with
respect to any Distribution Date, if an Appraisal Reduction Amount exists with
respect to any Serviced Loan Combination, then such Appraisal Reduction Amount
shall be allocated between the Mortgage Loans or REO Mortgage Loans, as
applicable, in the subject Loan Combination as follows:

          (i) with respect to a Serviced Pari Passu Loan Combination (if any),
any Appraisal Reduction Amount shall be allocated, first, to any related
Serviced Subordinate Non-Trust Mortgage Loan(s) (or any successor REO Mortgage
Loan(s) with respect thereto), up to the amount of the outstanding principal
balance of, and all accrued and unpaid interest (other than Default Interest)
on, such Serviced Subordinate Non-Trust Mortgage Loan(s) (or any successor REO
Mortgage Loan(s) with respect thereto), and then, on a pro rata basis by
principal balance, between the related Serviced Combination Trust Mortgage Loan
and the related Serviced Pari Passu Non-Trust Mortgage Loan (or between any
successor REO Mortgage Loans with respect thereto); and

          (ii) with respect to a Serviced A/B Loan Combination (if any), any
Appraisal Reduction Amount shall, in each case, be allocated, first, to the
related Serviced Note B Non-Trust Mortgage Loan(s) (or any successor REO
Mortgage Loan(s) with respect thereto) (up to the amount of the outstanding
principal balance of, and all accrued and unpaid interest (other than Default
Interest) on, such Serviced Note B Non-Trust Mortgage Loan(s) (or any successor
REO Mortgage Loan(s) with respect thereto)), and then, to the related Serviced
Combination Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto).

          If the Master Servicer, the Trustee or any Fiscal Agent makes a P&I
Advance with respect to an Outside Serviced Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, then it shall promptly so notify
the related Outside Master Servicer of each such P&I Advance so made thereby and
shall seek reimbursement for such P&I Advance (together with interest thereon)
out of amounts otherwise payable with respect to the Outside Serviced Loan
Combination that includes such Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, to the maximum extent
permitted by, and out of amounts specified for such purpose under, the related
Co-Lender Agreement and/or the related Outside Servicing Agreement.

          (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable P&I Advance. The Trustee and any Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer that a P&I Advance, if made pursuant to this Section 4.03, would
be a Nonrecoverable P&I Advance; provided, however, that if the Master Servicer
has failed to make a P&I Advance pursuant to this Section 4.03 for reasons other
than a determination by the Master Servicer that such P&I Advance would be a
Nonrecoverable P&I Advance or for the reasons contemplated by the following
paragraphs of this Section 4.03(c), the Trustee or any Fiscal Agent shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee or such Fiscal Agent, in its good faith, reasonable discretion, makes a
determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. Upon determining that any P&I
Advance previously made or proposed to be made pursuant to this Section 4.03
with respect to any Serviced Trust Mortgage Loan or, if related to an
Administered REO Property, any REO Trust Mortgage Loan is or would, if made,
constitute a Nonrecoverable P&I Advance, the Special Servicer shall report its
determination to the Master Servicer, the Trustee and any Fiscal Agent (it being
understood that the Special Servicer shall have no obligation to make any such
determination). The


                                      -276-




Master Servicer, the Trustee and any Fiscal Agent shall rely on any
determination by the Special Servicer that a P&I Advance made or proposed to be
made pursuant to this Section 4.03 with respect to any Serviced Trust Mortgage
Loan or, if related to an Administered REO Property, any REO Trust Mortgage Loan
would be a Nonrecoverable P&I Advance. Any determination by the Master Servicer
or the Special Servicer that the Master Servicer has made a Nonrecoverable P&I
Advance pursuant to this Section 4.03, or that any proposed P&I Advance, if made
pursuant to this Section 4.03, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered to the Trustee, any
Fiscal Agent and the Depositor (and, if such determination is made by the
Special Servicer or the Master Servicer, to the other such servicer) on or
before the related Trust Master Servicer Remittance Date, setting forth the
basis for such determination, together with any other information that supports
such determination, including an appraisal (which appraisal shall have been
conducted by an Independent Appraiser within the 12-month period preceding such
determination in accordance with the standards of the Appraisal Institute taking
into account the factors specified in Section 3.18 or, alternatively, in the
case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, shall either have been conducted by an
Independent Appraiser as provided above or received from a related Outside
Servicer), related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Properties (to the extent
available and/or in the Master Servicer's or the Special Servicer's possession),
engineers' reports, environmental surveys and any similar reports that the
Master Servicer may have obtained consistent with the Servicing Standard and at
the expense of the Trust Fund, that support such determination by the Master
Servicer or the Special Servicer, as applicable. If, in connection with the
foregoing, it is necessary for the Master Servicer to obtain an appraisal, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. In determining whether any P&I
Advance constitutes a Nonrecoverable P&I Advance, the Master Servicer and the
Special Servicer shall each be entitled to consider (among other things) the
obligations of the related Mortgagor under the terms of the related Mortgage
Loan (as such terms may have been modified), to consider (among other things)
the related Mortgaged Property in its "as is" or then current condition and with
respect to its then current occupancies, all as modified by such party's
reasonable assumptions (consistent with the Servicing Standard) regarding the
possibility and effects of future adverse change with respect to the related
Mortgaged Property, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries. In addition, the Master Servicer or the Special Servicer may update
or change its recoverability determination at any time with respect to any P&I
Advance, and the Master Servicer may obtain from the Special Servicer any
analysis, appraisals or market value estimates or other information in the
possession of the Special Servicer for purposes of determining whether a P&I
Advance is a Nonrecoverable P&I Advance.

          In addition, if (i) the Master Servicer reasonably believes, in
accordance with the Servicing Standard, that a P&I Advance with respect to any
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto constitutes or may, if made, constitute a Nonrecoverable
P&I Advance, and (ii) either (A) the Master Servicer has made a request for an
appraisal with respect to the related Mortgaged Property from the applicable
Outside Servicer and has not obtained, (x) within 15 Business Days of such
request, a response from the applicable Outside Servicer indicating that an
appraisal with respect to the related Mortgaged Property would be performed
within 60 days of the date of such response or has been performed within the
prior 12-month period (or such shorter period as the Master Servicer reasonably
believes, in accordance with the Servicing Standard, is necessary) preceding the
date of such request, and (y) within 60 days of the date of such response, a
copy of an appraisal report with respect to the related Mortgaged Property,
relating to an


                                      -277-




appraisal that has been performed within the 12-month period (or such shorter
period as the Master Servicer reasonably believes, in accordance with the
Servicing Standard, is necessary) preceding the date of such request by the
Master Servicer, that complies with the requirements for such an appraisal under
the terms of the related Outside Servicing Agreement or this Agreement, or (B)
the Master Servicer has made a request for an appraisal with respect to the
related Mortgaged Property from the applicable Outside Servicer and has been
advised by the applicable Outside Servicer that such an appraisal with respect
to the related Mortgaged Property will not be performed within the time periods
specified in clause (ii)(A) above, then the Master Servicer may have an
appraisal performed with respect to the related Mortgaged Property by an
Independent Appraiser or other expert in real estate matters, which appraisal
shall take into account the factors specified in Section 3.18, and the cost of
which appraisal may be withdrawn from general collections on deposit in the Pool
Custodial Account. If, in connection with the foregoing, it is necessary for the
Master Servicer to obtain an appraisal, the Master Servicer shall so notify the
Special Servicer and consult with the Special Servicer regarding such appraisal.
Notwithstanding the foregoing, the Master Servicer may, absent manifest error,
conclusively rely on a nonrecoverability determination of an Outside Servicer
with respect to the related Outside Serviced Trust Mortgage Loan.

          If any of the Pari Passu Non-Trust Mortgage Loans or Sears Tower
Non-Trust Mortgage Loans is securitized as part of a rated commercial mortgage
securitization similar to the commercial mortgage securitization contemplated by
this Agreement, and if the Master Servicer receives written notice that the
primary party responsible for making delinquency advances similar to P&I
Advances hereunder with respect to such other commercial mortgage securitization
has determined, in accordance with the requirements of the related Non-Trust
Mortgage Loan Securitization Agreement, that any such delinquency advance made
or to be made with respect to such securitized Non-Trust Mortgage Loan (or any
successor REO Mortgage Loan or comparable deemed mortgage loan with respect
thereto) would not ultimately be recoverable out of collections on such
Non-Trust Mortgage Loan (or such REO Mortgage Loan or comparable deemed mortgage
loan), then the Master Servicer shall deliver written notice to such effect to
the Trustee, any Fiscal Agent and the Depositor.

          In addition, if the Master Servicer has actual knowledge that any of
the Pari Passu Non-Trust Mortgage Loans or Sears Tower Non-Trust Mortgage Loans
is securitized as part of a rated commercial mortgage securitization similar to
the commercial mortgage securitization contemplated by this Agreement, and if
the Master Servicer determines that any P&I Advance made or to be made with
respect to the related Combination Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) is or, if made, would be a
Nonrecoverable P&I Advance, then the Master Servicer shall, consistent with the
related Co-Lender Agreement (if applicable), notify, in writing, its counterpart
under each such other commercial mortgage securitization within one (1) Business
Day of such determination, which written notice shall be accompanied by the
supporting evidence for such determination. It will, consistent with the related
Co-Lender Agreement (if applicable), also notify, in writing, its counterpart
under each such other commercial mortgage securitization (within one (1)
Business Day of such determination) if it subsequently determines that P&I
Advances made or to be made with respect to the related Combination Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto)
are no longer Nonrecoverable P&I Advances. Following a determination of
nonrecoverability by the Master Servicer in accordance with this paragraph or by
another party responsible for making delinquency advances similar to P&I
Advances with respect to a securitized Pari Passu Non-Trust Mortgage Loan or
Sears Tower Non-Trust Mortgage Loan (or any successor REO Mortgage Loan or
comparable deemed mortgage loan with respect thereto) in


                                      -278-




accordance with the preceding paragraph, prior to the Master Servicer resuming
P&I Advances with respect to the related Combination Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the Master Servicer
shall consult with its counterparts under the securitizations of any such Pari
Passu Non-Trust Mortgage Loans or Sears Tower Non-Trust Mortgage Loans regarding
whether circumstances with respect to the subject mortgage loans are then such
that a proposed future P&I Advance would not be a Nonrecoverable P&I Advance.

          (d) The Master Servicer, the Trustee and any Fiscal Agent shall each
be entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that if the grace period for the delinquent
Monthly Payment as to which a P&I Advance was made under this Section 4.03 has
not elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, Received by the Trust in
connection with the late payment of such delinquent Monthly Payment; and
provided, further, that, in no event shall interest so accrue on any P&I Advance
as to which the corresponding Late Collection was received by the Master
Servicer or a Sub-Servicer on its behalf as of the related Trust Master Servicer
Remittance Date. Interest so accrued on any P&I Advance made under this Section
4.03 shall be payable: (i) first, in accordance with Sections 3.05(a) and 3.26,
out of any Default Charges on deposit in the Pool Custodial Account that were
collected on or in respect of the particular Trust Mortgage Loan or REO Trust
Mortgage Loan as to which the P&I Advance relates (provided that such Default
Charges will only be applied to pay interest accrued on such P&I Advance through
the date that such Default Charges were received); and (ii) then, if and to the
extent that such Default Charges are insufficient to cover such interest, but
not before the related Advance is being reimbursed or has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Pool on
deposit in the Pool Custodial Account; provided that, in the case of P&I
Advances with respect to an Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, the Master Servicer
shall, no less often than monthly, notify the related Outside Master Servicer of
the interest accruing on such P&I Advances in accordance with this Section
4.03(d) and, to the maximum extent permitted by the related Co-Lender Agreement,
prior to paying such interest on such P&I Advances out of general collections in
respect of the Mortgage Pool on deposit in the Pool Custodial Account, shall
seek payment for such interest on such P&I Advances from the related Outside
Master Servicer out of amounts otherwise payable with respect to the Outside
Serviced Loan Combination that includes such Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, to the
maximum extent permitted by, and out of amounts specified for such purpose
under, the related Co-Lender Agreement; and provided, further, that, if such P&I
Advance was made with respect to a Serviced Combination Trust Mortgage Loan or
any REO Trust Mortgage Loan with respect thereto, then such interest on such P&I
Advance shall first be payable out of amounts on deposit in the related Serviced
Loan Combination Custodial Account in accordance with, and to the extent
provided in, Section 3.05A. The Master Servicer shall, in accordance with
Section 3.05(a) and/or Section 3.05A, reimburse itself, the Trustee or any
Fiscal Agent, as applicable, for any outstanding P&I Advance made thereby under
this Section 4.03 as soon as practicable after funds available for such purpose
are deposited in the applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made P&I Advance is a
Nonrecoverable P&I Advance, instead of obtaining reimbursement out of general
collections on the Mortgage Pool immediately, any of the Master Servicer, the
Trustee or any Fiscal Agent, as applicable, may, in its sole discretion, elect
to obtain reimbursement for such Nonrecoverable P&I Advance over a period of
time (not to exceed 12


                                      -279-




months or such longer period of time as is approved in writing by the
Controlling Class Representative) and the unreimbursed portion of such P&I
Advance will accrue interest at the Reimbursement Rate in effect from time to
time. At any time after such a determination to obtain reimbursement over time
in accordance with the preceding sentence, the Master Servicer, the Trustee or
any Fiscal Agent, as applicable, may, in its sole discretion, decide to obtain
reimbursement immediately. The fact that a decision to recover such
Nonrecoverable P&I Advance over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or a breach of any
fiduciary duty owed to the Certificateholders by the Trustee or any Fiscal
Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

          SECTION 4.04. Allocations of Realized Losses and Additional Trust Fund
                        Expenses

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates
(exclusive of the Class A-2FL Certificates) and the Class A-2FL REMIC III
Regular Interest, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date. If such excess does exist, then the respective Class Principal Balances of
the various Classes of the Class B Through T Certificates shall be reduced
sequentially, in reverse alphabetic order of the respective Class designations
of such Classes of Certificates (beginning with the Class T Certificates and
ending with the Class B Certificates), in each case until such excess is
eliminated or the applicable Class Principal Balance has been reduced to zero
(whichever occurs first). If, after the reduction to zero of the respective
Class Principal Balances of all the Classes of Class B Through T Certificates,
the amount described in clause (i) of the second preceding sentence (taking into
account such reductions) still exceeds the amount described in clause (ii) of
the second preceding sentence, then the respective Class Principal Balances of
the various Classes of the Class A Certificates (exclusive of the Class A-2FL
Certificates) and the Class A-2FL REMIC III Regular Interest shall be reduced
sequentially as follows, in each case to zero if necessary, until such remaining
excess is eliminated: first, to the extent necessary, the Class Principal
Balance of the Class A-J Certificates shall be reduced; second, if and to the
extent necessary, the Class Principal Balance of the Class A-M Certificates
shall be reduced; and last, if and to the extent necessary, the respective Class
Principal Balances of the various Classes of the Senior Class A Certificates
(exclusive of the Class A-2FL Certificates) and the Class A-2FL REMIC III
Regular Interest shall be reduced, on a pro rata basis in accordance with the
respective outstanding Class Principal Balances thereof. Any Realized Losses and
Additional Trust Fund Expenses allocated to the Class A-2FL REMIC III Regular
Interest shall, in turn, be deemed allocated to the Class A-2FL Certificates.

          Any and all such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates pursuant to this
Section 4.04(a) shall be deemed to constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

          (b) If the Class Principal Balance of any Class of Principal Balance
Certificates (exclusive of the Class A-2FL Certificates) or of the Class A-2FL
REMIC III Regular Interest is reduced on any Distribution Date pursuant to
Section 4.04(a), then the Uncertificated Principal Balance of the Corresponding
REMIC II Regular Interest with respect thereto shall be deemed to have first
been


                                      -280-




reduced on such Distribution Date by the exact same amount. Any and all such
reductions in the Uncertificated Principal Balances of the respective REMIC II
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

          (c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(n),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced, if and to the
extent necessary, to equal the Stated Principal Balance of the related Trust
Mortgage Loan or REO Trust Mortgage Loan, as applicable, that will be
outstanding immediately following such Distribution Date. Any and all such
reductions in the Uncertificated Principal Balances of the respective REMIC I
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

          (d) On each Distribution Date, following any deemed distributions to
be made in respect of the Loan REMIC Regular Interests pursuant to Section
4.01(o), subject to Section 2.06(b), the Uncertificated Principal Balance of
each Loan REMIC Regular Interest (after taking account of such deemed
distributions) shall be reduced to equal the Stated Principal Balance of the
related Early Defeasance Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, as the case may be, that will be outstanding
immediately following such Distribution Date. Any such reductions in the
Uncertificated Principal Balances of the respective Loan REMIC Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

          SECTION 4.05. Various Reinstatement Amounts.

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates (exclusive of the Class A-2FL Certificates) and the Class A-2FL
REMIC III Regular Interest. If such an excess does exist, then the Trustee shall
allocate the Total Principal Reinstatement Amount, if any, for the subject
Distribution Date as follows until it is allocated in full: first, to all of the
Classes of the Senior Class A Certificates (exclusive of the Class A-2FL
Certificates) and the Class A-2FL REMIC III Regular Interest, up to, and on a
pro rata basis in accordance with, the respective Loss Reimbursement Amounts, if
any, for such Classes of Senior Class A Certificates and the Class A-2FL REMIC
III Regular Interest with respect to such Distribution Date (minus any amounts
reimbursed in respect of such respective Loss Reimbursement Amounts on the
subject Distribution Date pursuant to Section 4.01(a)); second, to the Class A-M
Certificates, up to any Loss Reimbursement Amount for the Class A-M Certificates
with respect to such Distribution Date (minus any amount reimbursed in respect
of such Loss Reimbursement Amount on the subject Distribution Date pursuant to
Section 4.01(a)); third, to the Class A-J Certificates, up to any Loss
Reimbursement Amount for the Class A-J Certificates with respect to such
Distribution Date (minus any amount reimbursed in respect of such Loss
Reimbursement Amount on the subject Distribution Date pursuant to Section
4.01(a)); and then to the respective Classes of the Class B Through T
Certificates, sequentially as among such Classes in alphabetic order based on
the respective Class designations thereof (beginning with the Class B
Certificates and ending with the Class T Certificates), in each case up to any
Loss Reimbursement Amount for the applicable Class of Class B Through T
Certificates with respect to such Distribution Date (minus any amount reimbursed
in respect


                                      -281-




of such Loss Reimbursement Amount on the subject Distribution Date pursuant to
Section 4.01(b)). Any portion of the Total Principal Reinstatement Amount for
any Distribution Date that is allocated to a particular Class of Principal
Balance Certificates (exclusive of the Class A-2FL Certificates) or to the Class
A-2FL REMIC III Regular Interest shall be: (i) referred to herein as the "Class
Principal Reinstatement Amount" in respect of such Class of Principal Balance
Certificates or the Class A-2FL REMIC III Regular Interest, as the case may be,
for such Distribution Date; and (ii) added to the Class Principal Balance of
such Class of Principal Balance Certificates or the Class A-2FL REMIC III
Regular Interest, as the case may be, on such Distribution Date. Notwithstanding
anything to the contrary contained herein, the parties hereby acknowledge that
the reinstatement of all or any portion of the Class Principal Balance of any
Class of Principal Balance Certificates (exclusive of the Class A-2FL
Certificates) or the Class A-2FL REMIC III Regular Interest on any Distribution
Date shall be a result of the collection of Recovered Amounts, Default Charges
and/or Loss of Value Payments Received by the Trust during the related
Collection Period and the addition of such Recovered Amounts, Default Charges
and/or Loss of Value Payments to the Principal Distribution Amount for purposes
of calculating the Adjusted Principal Distribution Amount for such Distribution
Date.

          (b) In connection with the reinstatement of all or any portion of the
Class Principal Balance of any one or more Classes of Principal Balance
Certificates (exclusive of the Class A-2FL Certificates) or the Class A-2FL
REMIC III Regular Interest on any Distribution Date, pursuant to Section
4.05(a), the Trustee shall calculate the amount of lost Distributable
Certificate Interest that would have accrued on the respective Classes of
Regular Interest Certificates and/or the Class A-2FL REMIC III Regular Interest
through and including the end of the Interest Accrual Period for such
Distribution Date if no reduction to the Class Principal Balance of any Class of
Principal Balance Certificates or the Class A-2FL REMIC III Regular Interest,
pursuant to Section 4.04(a), and no corresponding reduction to the
Uncertificated Principal Balance of any REMIC II Regular Interest(s), pursuant
to Section 4.04(b), had resulted on a prior Distribution Date from the
reimbursement out of general collections of principal on the Mortgage Pool of
the particular Advances (with interest thereon) that relate to the Recovered
Amounts associated with such reinstatement of outstanding principal on the
subject Distribution Date. Once determined, such lost Distributable Certificate
Interest in respect of any particular Class of Regular Interest Certificates or
the Class A-2FL REMIC III Regular Interest, as the case may be, shall be
reinstated and become due and payable on future Distribution Dates as part of
the unpaid Distributable Certificate Interest for such Class of Regular Interest
Certificates or the Class A-2FL REMIC III Regular Interest, as the case may be,
from prior Distribution Dates. All such reinstated Distributable Certificate
Interest in respect of any particular Class of Regular Interest Certificates or
the Class A-2FL REMIC III Regular Interest shall be treated the same as any
other unpaid Distributable Certificate Interest in respect of such Class of
Regular Interest Certificates or the Class A-2FL REMIC III Regular Interest, as
the case may be.

          (c) If the Class Principal Balance of any Class of Principal Balance
Certificates (exclusive of the Class A-2FL Certificates) or of the Class A-2FL
REMIC III Regular Interest is increased on any Distribution Date pursuant to
Section 4.05(a), then the Uncertificated Principal Balance of the Corresponding
REMIC II Regular Interest with respect thereto shall be deemed to have first
been increased on such Distribution Date by the exact same amount.

          (d) If any lost Distributable Certificate Interest is reinstated with
respect to any Class of Regular Interest Certificates or with respect to the
Class A-2FL REMIC III Regular Interest on any Distribution Date pursuant to
Section 4.05(b), then a corresponding amount of Uncertificated


                                      -282-




Distributable Interest shall be reinstated with respect to the Corresponding
REMIC II Regular Interest in respect thereof (or, in the case of the Class X
Certificates, insofar as such lost Distributable Certificate Interest
corresponds to a particular Class X REMIC III Component, a corresponding amount
of Uncertificated Distributable Interest shall be reinstated with respect to
such Class X REMIC III Component's Corresponding REMIC II Regular Interest).
Once reinstated, such lost Uncertificated Distributable Interest in respect of
any particular REMIC II Regular Interest shall become due and payable on future
Distribution Dates as part of the unpaid Uncertificated Distributable Interest
for such REMIC II Regular Interest from prior Distribution Dates. All such
reinstated Uncertificated Distributable Interest in respect of any particular
REMIC II Regular Interest shall be treated the same as any other unpaid
Uncertificated Distributable Interest in respect of such REMIC II Regular
Interest.

          SECTION 4.06. Calculations.

          The Trustee shall, provided it receives the necessary information from
the Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX, the
allocations of Realized Losses and Additional Trust Fund Expenses to be made
pursuant to Section 4.04 and the reinstatements of principal balance and
interest to be made pursuant to Section 4.05. The Trustee shall calculate the
Available Distribution Amount for each Distribution Date and shall allocate such
amount among Certificateholders in accordance with this Agreement, and the
Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.


                                      -283-




                                    ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          (a) Subject to Sections 2.05(b) and 2.06(b), the Certificates will be
substantially in the respective forms attached hereto as Exhibits A-1, A-2, A-3,
A-4, A-5 and A-6; provided that any of the Certificates may be issued with
appropriate insertions, omissions, substitutions and variations, and may have
imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to comply
with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Certificates are admitted to trading, or to
conform to general usage. The Certificates will be issuable in registered form
only; provided, however, that in accordance with Section 5.03, some or all of
the beneficial ownership interests in the Regular Interest Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$10,000 in the case of the Class A-1, Class A-AB, Class A-2, Class A-M and Class
A-J, Certificates, $250,000 in the case of the Class X Certificates, and
$250,000 in the case of the remaining Regular Interest Certificates and the
Class A-2FL Certificates, and in each such case in integral multiples of $1 in
excess thereof. Subject to Sections 2.05(b) and 2.06(b), the Class R-I, Class
R-II, Class R-III, Class R-LR and Class V Certificates will be issuable in
denominations representing Percentage Interests in the applicable Class of not
less than 10%.

          (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at 135 South
LaSalle Street, Mailcode: IL4-135-16-25, Chicago, Illinois 60603,


                                      -284-




Attention: Global Securities and Trust Services--LB-UBS Commercial Mortgage
Trust 2008-C1. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Special Servicer and (if
the Trustee is not the Certificate Registrar) the Trustee, any other bank or
trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.

          If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

          (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then
(except as otherwise provided in the penultimate paragraph of this Section
5.02(b)) the Certificate Registrar shall refuse to register such Transfer unless
it receives (and, upon receipt, may, absent manifest error, conclusively rely
upon) either: (i) a certificate from the Certificateholder desiring to effect
such Transfer substantially in the form attached hereto as Exhibit F-1 and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached hereto either as Exhibit F-2A or, except in the case of a
Residual Interest Certificate, as Exhibit F-2B; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that the prospective Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer (or, in the
case of Residual Interest Certificate, to the effect that the prospective
Transferee is a Qualified Institutional Buyer) and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Tax Administrator, the Trustee, any Fiscal Agent or
the Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Residual Interest Certificates may only be held by Qualified
Institutional Buyers, and each other Definitive Non-Registered Certificate may
only be held by Qualified Institutional Buyers or Institutional Accredited
Investors; provided that, Definitive Non-Registered Certificates that constitute
Investment Grade Certificates may be held by


                                      -285-




Individual Accredited Investors upon compliance with the requirements set forth
in the penultimate paragraph of this Section 5.02(b) or if acquired by such
Individual Accredited Investor in connection with the initial issuance of such
Definitive Non-Registered Certificate or a Transfer of such Definitive
Non-Registered Certificate by the Depositor, Lehman Brothers or any of their
respective Affiliates.

          No beneficial interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is not a Qualified Institutional Buyer. If a Transfer of any interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates is to be made without registration under the Securities Act (other
than in connection with the initial issuance of the Book-Entry Non-Registered
Certificates or a Transfer of any interest therein by the Depositor, Lehman
Brothers or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit F-2C, or (ii) an Opinion of Counsel to
the effect that the prospective Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act. If
any Transferee of an interest in the Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C hereto are, with respect to the subject Transfer, true and
correct. Further, as long as the Class T Certificates are Book-Entry
Certificates, any Certificate Owner desiring to effect a transfer of a Class T
Certificate or any interest therein may not sell or otherwise transfer that
Certificate or any interest therein unless it has provided the Depositor with
prior written notice of such transfer (together with a copy of the certificate
required pursuant to clause (i) above, executed by the proposed transferee).

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates that
constitutes a Class of Investment Grade Certificates may be transferred to any
Non-United States Securities Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates, provided that the Certificate Owner desiring to effect such
Transfer (i) obtains from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit F-2D hereto to the
effect that such Transferee is not a United States Securities Person, (ii)
delivers or causes to be delivered to the Certificate Registrar and the Trustee
(A) a certificate from such Certificate Owner confirming its ownership of the
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with clause
(i) above and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Trustee, as transfer agent for the Depository, to approve the debit of the
account of a Depository Participant by a denomination of interests in such Rule
144A Global Certificate, and approve the credit of the account of a Depository
Participant by a denomination of interests in such Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon
delivery to the Certificate Registrar and the Trustee of such certifications and
such orders and instructions, and provided that the subject Class of Book-Entry
Non-Registered Certificates constitutes a Class of Investment Grade
Certificates, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of such Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Regulation S Global
Certificate


                                      -286-




for such Class of Certificates, by the denomination of the beneficial interest
in such Class of Certificates specified in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is a United States Securities Person. Any Certificate Owner desiring to effect
any Transfer of a beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates that constitutes a Class of
Investment Grade Certificates shall be required to obtain from such Certificate
Owner's prospective Transferee a certificate substantially in the form set forth
in Exhibit F-2D hereto to the effect that such Transferee is not a United States
Securities Person. If any Transferee of an interest in the Regulation S Global
Certificate for any Class of Book-Entry Non-Registered Certificates does not, in
connection with the subject Transfer, deliver to the Transferor the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2D hereto are, with respect to the subject Transfer, true and
correct. No Regulation S Global Certificate will be issued with respect to any
Class of Book-Entry Non-Registered Certificates that are not Investment Grade
Certificates.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph of this Section 5.02(b) and (ii) delivers or causes to be
delivered to the Certificate Registrar and the Trustee (A) a certificate from
such Certificate Owner confirming its ownership of the beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred,
(B) a copy of the certificate or Opinion of Counsel to be obtained by such
Certificate Owner from its prospective Transferee in accordance with the second
sentence of the third paragraph of this Section 5.02(b) and (C) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to


                                      -287-




debit the account of a Depository Participant by the denomination of the
transferred interests in such Global Certificate. Upon delivery to the
Certificate Registrar and the Trustee of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Global Certificate by the
denomination of the transferred interests in such Global Certificate, and shall
cause a Definitive Certificate of the same Class as such Global Certificate, and
in a denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with this
Agreement to the applicable Transferee.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
and/or any Definitive Non-Registered Certificate that, in each case, constitutes
an Investment Grade Certificate, may be transferred by any Certificate Owner or
Certificateholder, as the case may be, holding such interest to any Individual
Accredited Investor that takes delivery in the form of a Definitive Certificate
of the same Class as such Certificate upon delivery (subject to the last
sentence of this paragraph) to the Certificate Registrar and the Trustee of (i)
written consent from the Depositor authorizing such Transfer, (ii) a certificate
from the Certificateholder or Certificate Owner desiring to effect such Transfer
in form and substance satisfactory to the Depositor and an investor
representation letter from such Certificateholder's or Certificate Owner's
prospective Transferee substantially in form and substance satisfactory to the
Depositor, (iii) an Opinion of Counsel satisfactory to the Trustee and the
Depositor to the effect that, among other matters, as and to the extent
reasonably requested by the Depositor, the prospective Transferee is an
Individual Accredited Investor, such Transfer may be made without registration
under the Securities Act or registration, notification or filing under any
applicable state securities laws, and such Transfer will not cause (or with the
passage of time will not potentially cause) the Trust to be required to be
registered as an "investment company" under the Investment Company Act of 1940,
as amended (which Opinion of Counsel shall not be an expense of the Trust Fund
or of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Trustee, any Fiscal Agent or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based, and (iv) in the case of an interest in a
Global Certificate with respect to a Class of Book-Entry Non-Registered
Certificates, such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Global Certificate. In the case of an interest in a Global
Certificate with respect to a Class of Book-Entry Non-Registered Certificates,
upon delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by this paragraph, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Global Certificate by the denomination of the
transferred interests in such Global Certificate, and shall cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee. Notwithstanding anything to the contrary in this
paragraph, Definitive Non-Registered Certificates that constitute Investment
Grade Certificates may be held or acquired by Individual Accredited Investors in
connection with the initial issuance of such Definitive Non-Registered
Certificate or a Transfer of such Definitive Non-Registered Certificate by the
Depositor, Lehman Brothers or any of their respective Affiliates without
compliance with the delivery requirements set forth in clauses (i) through (iv)
of this paragraph.


                                      -288-




          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, any
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          (c) No Transfer of a Certificate or any interest therein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, any Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03, the Certificate Registrar shall refuse to register the Transfer of a
Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be required to obtain from its prospective Transferee, one of the following: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) alternatively, except in the case of a Residual Interest Certificate or, if
issued hereunder taking into account Section 2.05(b), a Class V Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a
Non-Registered Certificate that is an Investment Grade Certificate (other than,
if applicable, a Residual Interest Certificate or, if issued hereunder taking
into account Section 2.05(b), a Class V Certificate) that is being acquired by
or on behalf of a Plan in reliance on the Prohibited Transaction Exemption, a
certification to the effect that such Plan (X) is an "accredited investor" as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, the Class A-2FL Swap Counterparty, any Person responsible for
servicing an Outside Serviced Trust Mortgage Loan or administering an Outside
Administered REO Property, any Exemption-Favored Party or any Mortgagor with
respect to Trust Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Trust Mortgage Loans determined as of
the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its


                                      -289-




Transferees that are Plans a written representation that such Transferee, if a
Plan, satisfied the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y), and (if the subject Certificate is a Class A-2FL
Certificate and the Class A-2FL Swap Agreement is still in effect) a second
certification to the effect that such Transferee's acquisition and holding of
such Certificate or an interest therein are eligible for the exemptive relief
available under at least one of Prohibited Transaction Exemption 84-14, 90-1,
91-38, 95-60 or 96-23; or (iv) alternatively, a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the forms of certification attached hereto
as Exhibit G-1 (in the case of Definitive Non-Registered Certificates) and
Exhibit G-2 (in the case of ownership interests in Book-Entry Non-Registered
Certificates) are acceptable for purposes of the preceding sentence. If any
Transferee of a Certificate (including a Registered Certificate) or any interest
therein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar (in the case of a Definitive Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code. Each beneficial owner of a Class A-2FL Certificate, or any
interest therein, is hereby deemed to have represented by virtue of its
acquisition of such Certificate, that either (i) it is not a Plan or person
using plan assets or (ii) both (a) it is an "accredited investor" as defined in
Rule 501(a)(1) under the Securities Act, and PTE 91-14 and (b) its acquisition
and holding of that certificate or interest therein are eligible for the
exemptive relief available under at least one of Prohibited Transaction
Exemption 84-14, 90-1, 91-38, 96-23 or 95-60.

          (d) (i) Each Person who has or who acquires any Ownership Interest in
     a Residual Interest Certificate shall be deemed by the acceptance or
     acquisition of such Ownership Interest to have agreed to be bound by the
     following provisions and to have irrevocably authorized the Trustee under
     clause (ii)(A) below to deliver payments to a Person other than such Person
     and to have irrevocably authorized the Trustee under clause (ii)(B) below
     to negotiate the terms of any mandatory disposition and to execute all
     instruments of Transfer and to do all other things necessary in connection
     with any such disposition. The rights of each Person acquiring any
     Ownership Interest in a Residual Interest Certificate are expressly subject
     to the following provisions:

               (A)  Each Person holding or acquiring any Ownership Interest in a
                    Residual Interest Certificate shall be a Permitted
                    Transferee and shall promptly notify the Tax Administrator
                    and the Trustee of any change or impending change in its
                    status as a Permitted Transferee.


                                      -290-




               (B)  In connection with any proposed Transfer of any Ownership
                    Interest in a Residual Interest Certificate, the Certificate
                    Registrar shall require delivery to it, and shall not
                    register the Transfer of any Residual Interest Certificate
                    until its receipt, of an affidavit and agreement
                    substantially in the form attached hereto as Exhibit H-1 (a
                    "Transfer Affidavit and Agreement"), from the proposed
                    Transferee, representing and warranting, among other things,
                    that such Transferee is a Permitted Transferee, that it is
                    not acquiring its Ownership Interest in the Residual
                    Interest Certificate that is the subject of the proposed
                    Transfer as a nominee, trustee or agent for any Person that
                    is not a Permitted Transferee, that for so long as it
                    retains its Ownership Interest in a Residual Interest
                    Certificate it will endeavor to remain a Permitted
                    Transferee, and that it has reviewed the provisions of this
                    Section 5.02(d) and agrees to be bound by them.

               (C)  Notwithstanding the delivery of a Transfer Affidavit and
                    Agreement by a proposed Transferee under clause (B) above,
                    if a Responsible Officer of either the Trustee or the
                    Certificate Registrar has actual knowledge that the proposed
                    Transferee is not a Permitted Transferee, no Transfer of an
                    Ownership Interest in a Residual Interest Certificate to
                    such proposed Transferee shall be effected.

               (D)  Each Person holding or acquiring any Ownership Interest in a
                    Residual Interest Certificate shall agree (1) to require a
                    Transfer Affidavit and Agreement from any prospective
                    Transferee to whom such Person attempts to Transfer its
                    Ownership Interest in such Residual Interest Certificate and
                    (2) not to Transfer its Ownership Interest in such Residual
                    Interest Certificate unless it provides to the Certificate
                    Registrar a certificate substantially in the form attached
                    hereto as Exhibit H-2 stating that, among other things, it
                    has no actual knowledge that such prospective Transferee is
                    not a Permitted Transferee.

               (E)  Each Person holding or acquiring an Ownership Interest in a
                    Residual Interest Certificate, by purchasing such Ownership
                    Interest, agrees to give the Tax Administrator and the
                    Trustee written notice that it is a "pass-through interest
                    holder" within the meaning of temporary Treasury regulations
                    section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
                    Ownership Interest in a Residual Interest Certificate, if it
                    is, or is holding an Ownership Interest in a Residual
                    Interest Certificate on behalf of, a "pass-through interest
                    holder".

               (ii) (A) If any purported Transferee shall become a Holder of a
     Residual Interest Certificate in violation of the provisions of this
     Section 5.02(d), then the last preceding Holder of such Residual Interest
     Certificate that was in compliance with the provisions of this Section
     5.02(d) shall be restored, to the extent permitted by law, to all rights as
     Holder thereof retroactive to the date of registration of such Transfer of
     such Residual Interest Certificate. None of the Depositor, the Trustee or
     the Certificate Registrar shall be under any liability to any Person for
     any registration of Transfer of a Residual Interest Certificate that is in
     fact not


                                      -291-




     permitted by this Section 5.02(d) or for making any payments due on such
     Certificate to the Holder thereof or for taking any other action with
     respect to such Holder under the provisions of this Agreement.

               (B)  If any purported Transferee shall become a Holder of a
                    Residual Interest Certificate in violation of the
                    restrictions in this Section 5.02(d), then, to the extent
                    that retroactive restoration of the rights of the preceding
                    Holder of such Residual Interest Certificate as described in
                    clause (ii)(A) above shall be invalid, illegal or
                    unenforceable, the Trustee shall have the right but not the
                    obligation, to cause the Transfer of such Residual Interest
                    Certificate to a Permitted Transferee selected by the
                    Trustee on such terms as the Trustee may choose, and the
                    Trustee shall not be liable to any Person having an
                    Ownership Interest in such Residual Interest Certificate as
                    a result of the Trustee's exercise of such discretion. Such
                    purported Transferee shall promptly endorse and deliver such
                    Residual Interest Certificate in accordance with the
                    instructions of the Trustee. Such Permitted Transferee may
                    be the Trustee itself or any Affiliate of the Trustee.

                    (iii) The Tax Administrator shall make available to the IRS
     and to those Persons specified by the REMIC Provisions all information
     furnished to it by the other parties hereto necessary to compute any tax
     imposed (A) as a result of the Transfer of an Ownership Interest in a
     Residual Interest Certificate to any Person who is a Disqualified
     Organization, including the information described in Treasury regulations
     sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
     inclusions" of such Residual Interest Certificate and (B) as a result of
     any regulated investment company, real estate investment trust, common
     trust fund, partnership, trust, estate or organization described in Section
     1381 of the Code that holds an Ownership Interest in a Residual Interest
     Certificate having as among its record holders at any time any Person which
     is a Disqualified Organization, and each of the other parties hereto shall
     furnish to the Tax Administrator all information in its possession
     necessary for the Tax Administrator to discharge such obligation. The
     Person holding such Ownership Interest shall be responsible for the
     reasonable compensation of the Tax Administrator for providing information
     thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).

                    (iv) The provisions of this Section 5.02(d) set forth prior
     to this clause (iv) may be modified, added to or eliminated, provided that
     there shall have been delivered to the Trustee and the Tax Administrator
     the following:

                    (A)  written confirmation from each Rating Agency to the
                         effect that the modification of, addition to or
                         elimination of such provisions will not cause an
                         Adverse Rating Event with respect to any Class of
                         Certificates; and

                    (B)  an Opinion of Counsel, in form and substance
                         satisfactory to the Trustee and the Tax Administrator,
                         obtained at the expense of the party seeking such
                         modification of, addition to or elimination of such
                         provisions (but in no event at the expense of the
                         Trustee, the Tax Administrator or the Trust), to the
                         effect that doing so will not (1) cause any REMIC Pool
                         to cease to qualify as a REMIC or be subject to an
                         entity-level tax caused by


                                      -292-




                    the Transfer of any Residual Interest Certificate to a
                    Person which is not a Permitted Transferee or (2) cause a
                    Person other than the prospective Transferee to be subject
                    to a REMIC-related tax caused by the Transfer of a Residual
                    Interest Certificate to a Person that is not a Permitted
                    Transferee.

          (e) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

          (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

          (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

          (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

          (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

          (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

          SECTION 5.03. Book-Entry Certificates.

          (a) Each Class of Regular Interest Certificates and the Class A-2FL
Certificates shall initially be issued in whole or in part as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such
Certificates may not be registered by the Certificate Registrar unless such
Transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership


                                      -293-




Interests therein. Such Certificate Owners shall hold and Transfer their
respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.02(b) and Section 5.03(c), shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. The Class X, Class A-2FL, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class
Q, Class S and Class T Certificates initially sold to Qualified Institutional
Buyers in reliance on Rule 144A or in reliance on another exemption from the
registration requirements of the Securities Act shall, in the case of each such
Class, be represented by the Rule 144A Global Certificate for such Class, which
shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository. The Class X,
Class A-2FL, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J and Class K Certificates initially sold in offshore transactions in
reliance on Regulation S shall, in the case of each such Class, be represented
by the Regulation S Global Certificate for such Class, which shall be deposited
with the Trustee as custodian for the Depository and registered in the name of
Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing each such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures. Each
Certificate Owner is deemed, by virtue of its acquisition of an Ownership
Interest in the applicable Class of Book-Entry Certificates, to agree to comply
with the transfer requirements provided for in Section 5.02.

          (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

          (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Depository of its intent to
terminate the book-entry system through the Depository with respect to a Class
of Book-Entry Certificates (or any portion thereof) and (in the event applicable
law and/or the Depository's procedures require that the Depository Participants
holding Ownership Interests in such Class of Book-Entry Certificates submit a
withdrawal request to the Depository in order to so terminate the book-entry
system) the Depositor additionally notifies those Depository Participants and
those Depository Participants submit a withdrawal request with respect to such
termination, then the Certificate Registrar shall notify all affected
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to such Certificate Owners
requesting the same.


                                      -294-




          Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class either (i) to the
Certificate Owners identified in such instructions or (ii) upon receipt of a
written direction letter from the Depositor and such Certificate Owner and upon
compliance with any applicable requirements of Section 5.02(b), to the
Transferee identified in such direction letter. None of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
shall be liable for any delay in delivery of such instructions, and each of them
may, absent manifest error, conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates for
purposes of evidencing ownership of any Class of Registered Certificates, the
registered holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.

          (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

          SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

          If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC Pool or Grantor Trust
Pool, as applicable, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

          SECTION 5.05. Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.


                                      -295-




                                   ARTICLE VI

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

          SECTION 6.01. Liability of Depositor, Master Servicer and Special
                        Servicer.

          The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

          SECTION 6.02. Continued Qualification and Compliance of Master
                        Servicer; Merger, Consolidation or Conversion of
                        Depositor, Master Servicer or Special Servicer.

          Subject to the following paragraph, the Depositor, the Master Servicer
and the Special Servicer shall each keep in full effect its existence, rights
and franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

          Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed (at the expense of such successor or surviving
Person) in writing by each of the Rating Agencies (and, if any Specially
Designated Non-Trust Mortgaged Loan Securities are rated thereby, any Other
Rating Agency that is not a Rating Agency), such succession will not result in
an Adverse Rating Event with respect to any Class of Certificates or any class
of Specially Designated Non-Trust Mortgage Loan Securities rated by such rating
agency, and (ii) such successor or surviving Person makes the applicable
representations and warranties set forth in Section 3.23 (in the case of a
successor or surviving Person to the Master Servicer) or Section 3.24 (in the
case of a successor or surviving Person to the Special Servicer), as applicable.
The successor or surviving Person shall be responsible for the cost of obtaining
the rating confirmations contemplated by clause (i) of the proviso to the
preceding sentence.


                                      -296-




          SECTION 6.03. Limitation on Liability of Depositor, Master Servicer
                        and Special Servicer.

          None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust Fund, the Trustee, the Certificateholders or the Serviced Non-Trust
Mortgage Loan Noteholders for the breach of a representation or warranty made
herein by such party, or against any expense or liability specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of its
obligations or duties hereunder or negligent disregard of such obligations or
duties. The Depositor, the Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, manager, member, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund out of the Pool Custodial
Account against any loss, liability or reasonable expense (including reasonable
legal fees and expenses) incurred in connection with any legal action or claim
relating to this Agreement or the Certificates (including in connection with the
dissemination of information and reports as contemplated by this Agreement),
other than any such loss, liability or expense: (i) specifically required to be
borne by the party seeking indemnification, without right of reimbursement
pursuant to the terms hereof; (ii) which constitutes a Servicing Advance that is
otherwise reimbursable hereunder; (iii) incurred in connection with any legal
action or claim against the party seeking indemnification, resulting from any
breach on the part of that party of a representation or warranty made herein; or
(iv) incurred in connection with any legal action or claim against the party
seeking indemnification, resulting from any willful misfeasance, bad faith or
negligence on the part of that party in the performance of its obligations or
duties hereunder or negligent disregard of such obligations or duties; provided
that, if a Serviced Loan Combination is involved, such indemnity shall be
payable out of the related Loan Combination Custodial Account pursuant to
Section 3.05A and, if and to the extent not solely attributable to one or more
Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with
respect thereto) included in such Serviced Loan Combination, shall also be
payable out of the Pool Custodial Account if amounts on deposit in the related
Loan Combination Custodial Account(s) are insufficient therefor; and provided,
further, that in making a determination as to whether any such indemnity is
solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any
successor REO Mortgage Loan(s) with respect thereto), the fact that any related
legal action was instituted by a related Serviced Non-Trust Mortgage Loan
Noteholder shall not create a presumption that such indemnity is solely
attributable thereto. None of the Depositor, the Master Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action, unless such action is related to its respective duties under this
Agreement and either (i) it is specifically required hereunder to bear the costs
of such action or (ii) such action will not, in its reasonable and good faith
judgment, involve it in any ultimate expense or liability for which it would not
be reimbursed hereunder. Notwithstanding the foregoing, subject to Section 5(i)
of each UMLS/Depositor Mortgage Loan Purchase Agreement, the Depositor, the
Master Servicer or the Special Servicer may in its discretion undertake any
legal action which it may deem necessary or desirable with respect to the
enforcement and/or protection of the rights and duties of the parties hereto and
the


                                      -297-




interests of the Certificateholders (or, if a Serviced Loan Combination is
affected, the rights of the Certificateholders and the related Serviced
Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event,
the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Master Servicer and the Special Servicer shall be entitled to be
reimbursed therefor from the Pool Custodial Account as provided in Section
3.05(a); provided, however, that if and to the extent a Serviced Loan
Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved,
such expenses, costs and liabilities shall be payable out of the related Loan
Combination Custodial Account pursuant to Section 3.05A and, if and to the
extent attributable to one or more Trust Mortgage Loans and/or REO Trust
Mortgage Loans, shall also be payable out of the Pool Custodial Account if
amounts on deposit in the related Loan Combination Custodial Account are
insufficient therefor. In no event shall the Master Servicer or the Special
Servicer be liable or responsible for any action taken or omitted to be taken by
the other of them (unless they are the same Person or Affiliates) or for any
action taken or omitted to be taken by the Depositor, the Trustee, any
Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder (unless
they are the same Person or Affiliates).

          SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

          (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each Rating Agency
confirms in writing (at the expense of the resigning party) that the resignation
and the successor's appointment will not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency, (iii) the
resigning party pays all costs and expenses in connection with such resignation
and the resulting transfer of servicing, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation and agrees in writing
to be bound by the terms and conditions of this Agreement. Neither the Master
Servicer nor the Special Servicer shall be permitted to resign except as
contemplated above in this Section 6.04(a).

          (b) Consistent with Section 6.04(a), neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.07 and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties,


                                      -298-




covenants or obligations to be performed by it hereunder. If, pursuant to any
provision hereof, the duties of the Master Servicer or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee, the Special
Servicing Fee, any Workout Fee (except as expressly contemplated by Section
3.11(c)) and/or any Liquidation Fee, as applicable, that accrues or otherwise
becomes payable pursuant hereto from and after the date of such transfer shall
be payable to such successor.

          SECTION 6.05. Rights of Depositor, Trustee and Serviced Non-Trust
                        Mortgage Loan Noteholders in Respect of the Master
                        Servicer and the Special Servicer.

          The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and each Serviced Non-Trust Mortgage
Loan Noteholder, upon reasonable notice, during normal business hours access to
all records maintained thereby in respect of its rights and obligations
hereunder. Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor, each Underwriter, the Trustee and each
Serviced Non-Trust Mortgage Loan Noteholder with its most recent publicly
available financial statements (or, if not available, the most recent publicly
available audited annual financial statements of its corporate parent, on a
consolidated basis) and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

          SECTION 6.06. Depositor, Master Servicer and Special Servicer to
                        Cooperate with Trustee.

          The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

          SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate
                        with Master Servicer.

          The Depositor, the Special Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.


                                      -299-




          SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                        Special Servicer.

          The Depositor, the Master Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

          SECTION 6.09. Designation of Special Servicer and Controlling Class
                        Representative; Replacement of Special Servicer by the
                        Controlling Class and Others.

          (a) Subject to Section 6.09(d), the Majority Controlling Class
Certificateholder(s) may at any time and from time to time designate a Person to
serve as Special Servicer hereunder and to replace any existing Special Servicer
without cause or any Special Servicer that has resigned or otherwise ceased to
serve (including in connection with a termination pursuant to Section 7.01) as
Special Servicer; provided that the Majority Controlling Class
Certificateholder(s) may not designate any Person to act as successor Special
Servicer with respect to any Serviced Loan Combination (without the consent of
the related Serviced Non-Trust Noteholder(s), such consent not to be
unreasonably withheld) if such Person was previously terminated as Special
Servicer with respect to such Serviced Loan Combination due to an Event of
Default under any of clauses (i) through (v) of Section 7.01(a). Such Holder or
Holders shall so designate a Person to serve as replacement Special Servicer by
the delivery to the Trustee, the Depositor, the Master Servicer, each Serviced
Non-Trust Mortgage Loan Noteholder and the existing Special Servicer of a
written notice stating such designation. The Trustee shall, promptly after
receiving any such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have
not replaced the Special Servicer within 30 days of such Special Servicer's
resignation or the date such Special Servicer has ceased to serve in such
capacity, and subject to the prior rights of any particular party to appoint a
special servicer with respect to any Serviced Senior/Subordinate Loan
Combination or related REO Property in accordance with Section 6.09(d), the
Trustee shall designate a successor Special Servicer, subject to removal by the
Majority Controlling Class Certificateholder(s) or as and to the extent
otherwise provided in Section 6.09(d) and appointment of a successor thereto
pursuant to the terms of this Section 6.09. Subject to Section 6.09(d) and the
proviso to the first sentence of this Section 6.09(a), any designated Person
(whether designated by Holders of the Controlling Class or by the Trustee) shall
become the Special Servicer on the date as of which the Trustee shall have
received all of the following: (1) written confirmation from each Rating Agency
(and, if applicable, any Other Rating Agency) (obtained at the expense of the
outgoing Special Servicer, in connection with a resignation or a termination for
cause, including pursuant to Section 7.01, and otherwise at the expense of the
Controlling Class Certificateholders contemplated by the next paragraph) that
the appointment of such Person will not result in an Adverse Rating Event with
respect to any Class of Certificates or any outstanding class of Specially
Designated Non-Trust Mortgage Loan Securities rated by such rating agency; (2)
an Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person; and (3) an Opinion of Counsel
(at the expense of the Person designated to become the Special Servicer) to the
effect that, upon the execution and delivery of the Acknowledgment of Proposed
Special Servicer, the designated Person shall be bound by the terms of this
Agreement and, subject to customary limitations, that this Agreement shall be
enforceable against the designated Person in accordance with its terms. Subject
to Section 6.09(d) and the proviso to the first sentence of this Section
6.09(a), any existing Special Servicer shall be deemed to have resigned


                                      -300-




simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the outgoing Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, whether in
respect of Servicing Advances or otherwise, (ii) if the outgoing Special
Servicer was terminated without cause, it shall be entitled to a portion of
certain Workout Fees thereafter payable with respect to the Corrected Mortgage
Loans or otherwise (but only if and to the extent permitted by Section 3.11(c))
and (iii) the outgoing Special Servicer shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such resignation. The outgoing
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of the outgoing Special Servicer's
responsibilities and rights hereunder, including the transfer within two (2)
Business Days to the replacement Special Servicer for administration by it of
all cash amounts that shall at the time be or should have been credited by the
outgoing Special Servicer to a Custodial Account, a Servicing Account, a Reserve
Account or an REO Account or should have been delivered to the Master Servicer
or that are thereafter received with respect to Specially Serviced Mortgage
Loans and Administered REO Properties. The Trustee shall notify the other
parties hereto, the Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders of any termination of the Special Servicer and appointment of a new
Special Servicer in accordance with this Section 6.09(a).

          Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Special Servicer pursuant to this Section 6.09(a)
and its replacement by a Person designated by the Majority Controlling Class
Certificateholder(s), that are not paid by the replacement Special Servicer
shall be paid by such Holder or Holders. The rights of the Majority Controlling
Class Certificateholders to replace the Special Servicer under this Section
6.09(a) shall be subject to Section 6.09(d), as well as to the provisions of the
respective Co-Lender Agreement for each Serviced Loan Combination if and to the
extent that such Co-Lender Agreement entitles one or more of the related
Non-Trust Mortgage Loan Noteholders to be consulted in connection with such
replacement; and it shall be an additional condition to any such replacement
that the Majority Controlling Class Certificateholder(s) shall have fulfilled,
or caused the fulfillment of, any conditions precedent to such replacement that
are set forth in such Co-Lender Agreements.

          (b) The Majority Controlling Class Certificateholder(s) may also
select a representative, which shall not be required to be a Certificateholder
(the "Controlling Class Representative"), from whom the Special Servicer will
seek advice and approval and take direction under certain circumstances, as
described herein, and shall promptly notify the Trustee, the Master Servicer and
the Special Servicer of that selection. Notwithstanding the foregoing, until a
Controlling Class Representative is so selected in accordance with the preceding
sentence, or after receipt of a notice from the Majority Controlling Class
Certificateholder(s) that a Controlling Class Representative is no longer
designated, the Certificateholder (or, if the Certificates of the Controlling
Class are Book-Entry Certificates, the Certificate Owner), if any, that
beneficially owns more than 50% of the Class Principal Balance of the
Controlling Class of Certificates will be deemed to be the Controlling Class
Representative. The Controlling Class Representative shall be required to keep
all non-public information received by it in such capacity pursuant to this
Agreement confidential and, upon its designation as such, the Controlling Class
Representative (except with respect to the initial Controlling Class
Representative as provided in the following sentence) shall deliver to the
Trustee, the Master Servicer and the Special Servicer a written confirmation to
such effect, in the form of Exhibit O attached hereto (the "Controlling Class
Representative Confirmation"). The Controlling Class Representative Confirmation
shall also include confirmation of its acceptance of its appointment as
Controlling Class


                                      -301-




Representative, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and facsimile numbers). No appointment of any Person as a Controlling
Class Representative shall be effective until such Person provides the Trustee
and the Master Servicer with a Controlling Class Representative Confirmation;
provided that, upon its acquisition of all the Class T Certificates, Cadim TACH
Inc. shall be the initial Controlling Class Representative without the need for
delivery of a Controlling Class Representative Confirmation, and by its
acceptance of such designation, shall be deemed to have agreed to keep all
non-public information received by it in such capacity from time to time
pursuant to this Agreement confidential, subject to applicable law.

          (c) Notwithstanding the foregoing, if the Controlling Class of
Certificates consists or consist, as applicable, of Book-Entry Certificates,
then the rights of the Holders of the Certificates of the Controlling Class set
forth in Section 6.09(a) or Section 6.09(b) above may be exercised directly by
the relevant Certificate Owner(s), provided that the identity of such
Certificate Owner(s) has been confirmed to the Trustee to its reasonable
satisfaction. If the Certificates of the Controlling Class consist of Book-Entry
Certificates, then any costs or expenses incurred in connection with determining
the identity of the Controlling Class Representative shall be paid by the Trust
or, if paid by the Trustee, reimbursed to the Trustee out of the Trust Fund (in
any event, out of amounts otherwise payable with respect to the Controlling
Class of Certificates).

          (d) If the Co-Lender Agreement with respect to any Serviced Loan
Combination permits any particular holder or group of holders of Mortgage Loans
(or any successor REO Mortgage Loans with respect thereto) comprising such
Serviced Loan Combination (or its or their designee(s) and/or representative(s)
appointed in accordance with such Co-Lender Agreement) to terminate, appoint
and/or replace the Special Servicer with respect to such Serviced Loan
Combination, then such Person(s) shall be entitled to do so subject to the same
terms, conditions and limitations as are applicable to any such termination,
appointment and/or replacement by the Majority Controlling Class
Certificateholder(s); provided that, if the Trust as holder of the Combination
Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto)
included in the subject Serviced Loan Combination may by itself effect such
termination, appointment and/or replacement, then such right shall be exercised
by the Majority Controlling Class Certificateholder(s) in accordance with
Section 6.09(a) and the Trustee shall take such actions required under the
related Co-Lender Agreement (if any) as are necessary to permit the Majority
Controlling Class Certificateholder(s) the right to do so to the fullest extent
permitted under the related Co-Lender Agreement; and provided, further, that, if
the Trust as holder of the Combination Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) included in the subject Serviced Loan
Combination may effect such termination, appointment and/or replacement, but
only in conjunction with one or more related Non-Trust Mortgage Loan
Noteholders, then the Controlling Class Representative (consistent with the
designation set forth in Section 6.11(d)) shall be entitled to exercise the
rights of the Trust as holder of the Combination Trust Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) included in the subject
Serviced Loan Combination in connection with such termination, appointment
and/or replacement.

          Notwithstanding the foregoing, the Majority Controlling Class
Certificateholder(s) shall continue to have all rights to terminate, appoint
and/or replace a Special Servicer with respect to a Serviced Loan Combination in
accordance with Section 6.09(a) to the extent not otherwise inconsistent with
the related Co-Lender Agreement and the preceding paragraph; provided, that the
Majority


                                      -302-




Controlling Class Certificateholder(s) shall not, in accordance with Section
6.09(a), terminate or replace the Special Servicer with respect to any Serviced
Loan Combination if such Special Servicer was appointed in accordance with the
related Co-Lender Agreement by one or more parties other than or in addition to
the Majority Controlling Class Certificateholder(s) and such party or parties
would be entitled in accordance with the related Co-Lender Agreement to
terminate or replace any Special Servicer appointed by the Majority Controlling
Class Certificateholder(s) in accordance with Section 6.09(a); and provided,
further, that the Majority Controlling Class Certificateholder(s) may be
required to consult with one or more of the related Serviced Non-Trust Mortgage
Loan Noteholders with respect to certain Serviced Loan Combinations prior to so
appointing a replacement Special Servicer.

          If a replacement special servicer is appointed with respect to a
Serviced Loan Combination or any related REO Property at the request of a
related Serviced Non-Trust Mortgage Loan Noteholder in accordance with Section
7.01(d) or with respect to a Serviced Loan Combination or any related REO
Property at the request of any appropriate party in accordance with this Section
6.09(d), and if the Person acting as Loan Combination Special Servicer with
respect to a Serviced Loan Combination or any related REO Property is different
from the Person acting as Special Servicer with respect to the Mortgage Pool
(exclusive of the Serviced Loan Combinations), then the provisions of Section
7.01(e) shall apply to such Loan Combination Special Servicer in respect of such
circumstances.

          (e) Any Loan Combination Special Servicer removed pursuant to Section
6.09(d) shall be deemed to have resigned simultaneously with its replacement
becoming the new Loan Combination Special Servicer hereunder with respect to the
subject Loan Combination or any related REO Property; provided, however, that
(i) the outgoing Loan Combination Special Servicer shall continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior
to the effective date of such resignation, whether in respect of Servicing
Advances or otherwise, in respect of the subject Loan Combination or any related
REO Property, (ii) if the outgoing Loan Combination Special Servicer was
terminated without cause, it shall be entitled to a portion of certain Workout
Fees thereafter payable with respect to any Corrected Mortgage Loan(s)
constituting the subject Loan Combination, but only if and to the extent
permitted by Section 3.11(c), and (iii) the outgoing Loan Combination Special
Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. The outgoing Loan Combination Special
Servicer shall cooperate with the Trustee and its replacement in effecting the
termination of the responsibilities and rights hereunder of the outgoing Loan
Combination Special Servicer, including the transfer within two (2) Business
Days to the replacement Loan Combination Special Servicer for administration by
it of all cash amounts relating to the subject Loan Combination or any related
REO Property that shall at the time be or should have been credited by the
outgoing Loan Combination Special Servicer to a Custodial Account, a Servicing
Account, a Reserve Account or an REO Account or should have been delivered to
the Master Servicer or that are thereafter received with respect to the subject
Loan Combination and/or any related REO Property. The Trustee shall notify the
other parties hereto and the Certificateholders of any termination of a Loan
Combination Special Servicer and/or appointment of a new Loan Combination
Special Servicer in accordance with Section 6.09(d).

          Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Loan Combination Special Servicer, and the
appointment of its replacement, pursuant to Section 6.09(d), that are not paid
by the replacement Loan Combination Special Servicer, shall be paid by the
Person(s) effecting the removal in accordance with Section 6.09(d). The rights
of any Serviced Loan Combination Controlling Party with respect to a Serviced
Loan Combination to replace the related


                                      -303-




Loan Combination Special Servicer under Section 6.09(d) shall be subject to the
provisions of the related Co-Lender Agreement; and it shall be an additional
condition to any such replacement that such Serviced Loan Combination
Controlling Party shall have fulfilled, or caused the fulfillment of, any
conditions precedent to such replacement that are set forth in the related
Co-Lender Agreement.

          SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                        Certificate.

          The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the related Serviced Non-Trust Mortgage Loan
Noteholder(s), if a Serviced Loan Combination is involved) to the proposal
described in the written notice, and if the Master Servicer or the Special
Servicer shall act as proposed in the written notice within 30 days, such action
shall be deemed to comply with, but not modify, the Servicing Standard. The
Trustee shall be entitled to reimbursement from the Master Servicer or the
Special Servicer, as applicable, for the reasonable expenses of the Trustee
incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to
invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, but rather only in the case of unusual circumstances.

          SECTION 6.11. Certain Powers of the Controlling Class Representative.

          (a) Each of the Master Servicer and the Special Servicer shall notify
(in writing) the Controlling Class Representative of its intention to take any
Specially Designated Servicing Action with respect to any Serviced Mortgage Loan
and shall provide the Controlling Class Representative with all reasonably
requested information with respect thereto. Subject to Section 6.11(b) and any
restrictions imposed by any related Co-Lender Agreement, the Controlling Class
Representative will be entitled to advise the Special Servicer (in the event the
Special Servicer is authorized under this Agreement to take


                                      -304-




the subject action) or the Master Servicer (in the event the Master Servicer is
authorized under this Agreement to take the subject action), as applicable, with
respect to any and all Specially Designated Servicing Actions relating to the
Serviced Mortgage Loans and any Administered REO Properties; and, further
subject to Section 6.11(b) and the penultimate paragraph of this Section
6.11(a), neither the Master Servicer nor the Special Servicer will be permitted
to take (or, in the case of the Special Servicer, if and to the extent
applicable, consent to the Master Servicer's taking) any Specially Designated
Servicing Action with respect to any Serviced Mortgage Loan or Administered REO
Property if the Controlling Class Representative has objected in writing within
ten (10) Business Days (or, in the case of the Specially Designated Servicing
Actions set forth in clause (b)(iii), clause (b)(viii), clause (b)(x) and, in
the case of Performing Serviced Mortgage Loans, clause (b)(ix), of the
definition of "Specially Designated Servicing Action," within five (5) Business
Days) of having been notified in writing thereof and having been provided with
all information that the Controlling Class Representative has reasonably
requested with respect thereto promptly following its receipt of the subject
notice (it being understood and agreed that if such written objection has not
been received by the Special Servicer or the Master Servicer, as applicable,
within such ten (10) Business Day (or five (5) Business Day, as applicable)
period, then the Controlling Class Representative will be deemed to have
approved the taking of the subject action); provided that, if the Special
Servicer or the Master Servicer, as applicable, determines that failure to take
such action would violate the Servicing Standard, then the Master Servicer or
the Special Servicer, as the case may be, may take (or, in the case of the
Special Servicer, if and to the extent applicable, consent to the Master
Servicer's taking) any such action without waiting for the Controlling Class
Representative's response; and provided, further, that the foregoing rights of
the Controlling Class Representative shall not relate to any Serviced Mortgage
Loan that is part of, or any Administered REO Property that relates to, a
Serviced Loan Combination, regarding which the rights and powers of the
specified Persons set forth under Section 3.27 are instead applicable. Any right
to take any action, grant or withhold any consent or otherwise exercise any
right, election or remedy afforded the Controlling Class Representative under
this Agreement may, unless otherwise expressly provided herein to the contrary,
be affirmatively waived by the Controlling Class Representative by written
notice given to the Trustee, Special Servicer or Master Servicer, as applicable.
Upon delivery of any such notice of waiver given by the Controlling Class
Representative, any time period (exclusive or otherwise) afforded the
Controlling Class Representative to exercise any such right, make any such
election or grant or withhold any such consent shall thereupon be deemed to have
expired with the same force and effect as if the specific time period set forth
in this Agreement applicable thereto had itself expired.

          In addition, subject to Section 6.11(b) and any restrictions imposed
by any related Co-Lender Agreement, the Controlling Class Representative may
direct the Special Servicer to take, or to refrain from taking, any actions with
respect to the servicing and/or administration of a Specially Serviced Mortgage
Loan or an Administered REO Property as the Controlling Class Representative may
deem advisable or as to which provision is otherwise made herein; provided that
the foregoing rights of the Controlling Class Representative shall not relate to
any Specially Serviced Mortgage Loan that is part of, or any Administered REO
Property that relates to, a Serviced Loan Combination. Upon reasonable request,
the Special Servicer shall provide the Controlling Class Representative with any
information in such servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action; provided that
such information shall also be provided, in a written format, to the Trustee,
who shall make it available for review pursuant to Section 8.14(b).


                                      -305-




          The Master Servicer (with respect to Performing Serviced Mortgage
Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall notify the Controlling Class Representative of any
release or substitution of collateral for a Serviced Mortgage Loan that is not
part of a Loan Combination even if such release or substitution is required by
the terms of such Serviced Mortgage Loan.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Controlling Class Representative with
respect to any Serviced Mortgage Loan or Administered REO Property, as
contemplated by Section 6.11(a) or any other provision of this Agreement, may
(and the Special Servicer and the Master Servicer shall each ignore and act
without regard to any such advice, direction or objection that such servicer has
determined, in its reasonable, good faith judgment, would) require or cause the
Master Servicer or the Special Servicer, as applicable, to violate any provision
of this Agreement (exclusive of Section 6.11(a)) (including such servicer's
obligation to act in accordance with the Servicing Standard), the related loan
documents (including any applicable co-lender and/or intercreditor agreements)
or applicable law (including the REMIC Provisions). Furthermore, the Special
Servicer shall not be obligated to seek approval from the Controlling Class
Representative, pursuant to Section 6.11(a), for any actions to be taken by the
Special Servicer with respect to the workout or liquidation of any particular
Specially Serviced Trust Mortgage Loan if:

               (i) the Special Servicer has, as provided in Section 6.11(a),
     notified the Controlling Class Representative in writing of various actions
     that the Special Servicer proposes to take with respect to the workout or
     liquidation of such Specially Serviced Trust Mortgage Loan; and

               (ii) for 60 days following the first such notice, the Controlling
     Class Representative has objected to all of those proposed actions and has
     failed to suggest any alternative actions that are consistent with the
     Servicing Standard.

          Also notwithstanding anything herein to the contrary, the provisions
of Section 6.11(a), and the rights and powers of the Controlling Class
Representative provided for in Section 6.11(a), shall not apply to any Serviced
Loan Combination or any related Administered REO Property; provided that this
paragraph is not intended to limit any rights or powers that the Controlling
Class Representative may have under Section 6.11(c) and the related Co-Lender
Agreement.

          (c) Upon the occurrence and continuance of a Serviced Loan Combination
Change of Control Event (if applicable) with respect to a Serviced Loan
Combination or related REO Property, and/or if and for so long as the Trust, as
holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan
Combination (or any successor REO Trust Mortgage Loan with respect thereto), is
or may be part of, as applicable, the applicable Serviced Loan Combination
Directing Lender, then the Controlling Class Representative (i) is hereby
designated as the representative of the Trust for purposes of or in connection
with exercising the rights and powers of the applicable Serviced Loan
Combination Directing Lender or Serviced Loan Combination Controlling Party, as
applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall
be or may be part of, as applicable, the applicable Serviced Loan Combination
Controlling Party hereunder. The Trustee shall take such actions as are
necessary or appropriate to make such designation effective in accordance with
the related Co-Lender Agreement, including providing notices to the related
Serviced Non-Trust Mortgage Loan


                                      -306-




Noteholder(s). The Master Servicer (or, if it becomes aware of such event with
respect to a Loan Combination that consists of one or more Specially Serviced
Mortgage Loans, the Special Servicer) shall provide the parties to this
Agreement with notice of the occurrence of a Serviced Loan Combination Change of
Control Event (if applicable) with respect to any Serviced Loan Combination or
related REO Property, promptly upon becoming aware thereof.

          (d) Except as otherwise contemplated by Section 6.09(d), the
Controlling Class Representative is hereby authorized to exercise the rights and
powers of the Trustee, as holder of the Mortgage Note for each Outside Serviced
Trust Mortgage Loan, that would be applicable to it as a Loan Combination
Directing Lender, or that relate to cure or purchase options, under the related
Co-Lender Agreement (and any corresponding provisions of the related Outside
Servicing Agreement), including for purposes of exercising, (i) either
individually or together with related Non-Trust Mortgage Loan Noteholder(s), as
the case may be, consent rights, consultation rights, rights to direct servicing
and rights to replace the related Outside Special Servicer and (ii) any related
purchase option and cure rights; provided that any purchase option or cure
rights may be exercised by the Controlling Class Representative only in its
individual capacity with its own funds. Promptly following the initial such
appointment of a Controlling Class Representative and any subsequent such
appointment of a successor Controlling Class Representative, with respect to
each Outside Serviced Trust Mortgage Loan, the Trustee shall inform the related
Outside Master Servicer, the related Outside Special Servicer and the related
Non-Trust Mortgage Loan Noteholder(s) (and from time to time shall ensure that
such parties remain similarly informed) that the Controlling Class
Representative is entitled, to the fullest extent permitted under the related
Co-Lender Agreement, to exercise such rights and powers of the Trustee, in its
capacity as holder of the Mortgage Note for the subject Outside Serviced Trust
Mortgage Loan, that would be applicable to it as a Loan Combination Directing
Lender, or that relate to cure or purchase options, under the related Co-Lender
Agreement (and any corresponding provisions of the related Outside Servicing
Agreement), and, further, the Trustee shall take such other actions as may be
required under the related Co-Lender Agreement in order to permit the
Controlling Class Representative to exercise such rights and powers. The
Controlling Class Representative shall be subject to the same limitations,
constraints, restrictions and conditions in exercising such rights and powers as
would be applicable to the Trustee, in its capacity as holder of the Mortgage
Note for the subject Outside Serviced Trust Mortgage Loan. In addition, subject
to Section 7.01(f) and each other section hereof that specifically addresses a
particular matter with respect to any Outside Serviced Trust Mortgage Loan, if
the Trustee is requested to take any action in its capacity as holder of the
Mortgage Note for such Outside Serviced Trust Mortgage Loan, pursuant to the
related Co-Lender Agreement and/or the related Outside Servicing Agreement, then
the Trustee will notify (in writing), and act in accordance with the
instructions of, the Controlling Class Representative; provided that, if such
instructions are not provided within the prescribed time period, then the
Trustee, subject to Sections 8.01 and 8.02, shall take such action or inaction
as it deems to be in the best interests of the Certificateholders (as a
collective whole) and shall have all rights and powers incident thereto; and
provided, further, that the Trustee, with respect to any Outside Serviced Trust
Mortgage Loan or Outside Administered REO Property, (i) shall not be required to
take any action that relates to directing or approving any servicing related
action under the related Outside Servicing Agreement or the related Outside
Co-Lender Agreement, to the extent that the Controlling Class Representative has
been notified thereof and has failed to provide instructions with respect to
such action within the prescribed time period, and (ii) shall not take any
action that is not permitted under applicable law or the terms of the related
Co-Lender Agreement or the related Outside Servicing Agreement or any action
that is, in the good faith, reasonable discretion of the Trustee, materially
adverse to the interests of the Certificateholders (as a collective whole).


                                      -307-




          (e) The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, pursuant to this Agreement (whether pursuant to this Section 6.11 or
otherwise), or for errors in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any
Controlling Class Certificateholder that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations or duties. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the
Controlling Class Representative may, and is permitted hereunder to, have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may,
and is permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class of Certificates; (iii) the Controlling Class Representative
does not have any duties or liability to the Holders of any Class of
Certificates other than the Controlling Class of Certificates; (iv) the
Controlling Class Representative may, and is permitted hereunder to, take
actions that favor interests of the Holders of the Controlling Class of
Certificates over the interests of the Holders of one or more other Classes of
Certificates; (v) the Controlling Class Representative shall not be deemed to
have been negligent or reckless, or to have acted in bad faith or engaged in
willful misconduct, by reason of its having acted solely in the interests of the
Holders of the Controlling Class of Certificates; and (vi) the Controlling Class
Representative shall have no liability whatsoever for having acted solely in the
interests of the Holders of the Controlling Class of Certificates, and no
Certificateholder may take any action whatsoever against the Controlling Class
Representative, any Holder of the Controlling Class of Certificates or any
director, officer, employee, agent or principal thereof for having so acted.


                                      -308-




                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01. Events of Default and Outside Servicer Defaults.

          (a) "Event of Default", wherever used herein, means any one of the
following events:

               (i) any failure by the Master Servicer to deposit into a
     Custodial Account, any amount required to be so deposited by it under this
     Agreement, which failure continues unremedied for one (1) Business Day
     following the date on which a deposit was first required to be made; or

               (ii) any failure by the Special Servicer to deposit into an REO
     Account or to deposit into, or to remit to the Master Servicer for deposit
     into, a Custodial Account, any amount required to be so deposited or
     remitted under this Agreement, which failure continues unremedied for one
     (1) Business Day following the date on which a deposit or remittance was
     first required to be made; or

               (iii) any failure by the Master Servicer to deposit into, or
     remit to the Trustee for deposit into, the Collection Account, any amount
     (including any P&I Advances and any amounts to cover Prepayment Interest
     Shortfalls) required to be so deposited or remitted by it under this
     Agreement, which failure continues unremedied until 11:00 a.m. (New York
     City time) on the applicable Distribution Date, or any failure by the
     Master Servicer to make, on a timely basis, any required payment to any
     Serviced Non-Trust Mortgage Loan Noteholder, which failure continues
     unremedied until 11:00 a.m. (New York City time) on the Business Day next
     following the date on which such payment was first required to be made; or

               (iv) any failure by the Master Servicer or the Special Servicer
     to timely make any Servicing Advance required to be made by it hereunder,
     which Servicing Advance remains unmade for a period of three (3) Business
     Days following the date on which notice of such failure shall have been
     given to the Master Servicer or the Special Servicer, as the case may be,
     by any other party hereto; or

               (v) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other
     covenants or agreements on the part of the Master Servicer or the Special
     Servicer, as the case may be, contained in this Agreement, which failure
     either (A) in the case of any such failure other than a failure referred to
     in clause (v)(B) below, continues unremedied for a period of 30 days (or 15
     days in the case of payment of insurance premiums) after the date on which
     written notice of the subject failure, requiring the same to be remedied,
     shall have been given to the Master Servicer or the Special Servicer, as
     the case may be, by any other party hereto or to the Master Servicer or the
     Special Servicer, as the case may be (with a copy to each other party
     hereto), by a Serviced Non-Trust Mortgage Loan Noteholder (if affected
     thereby) or by the Holders of Certificates entitled to at least 25% of the
     Voting Rights, provided, however, that with respect to any such failure
     (other than a failure referred to in clause (v)(B) below) which is not
     curable within such 30-day (or, if applicable, 15-day) period, the Master
     Servicer or the Special Servicer, as the case may be, shall have an


                                      -309-




     additional cure period of 30 days to effect such cure so long as the Master
     Servicer or the Special Servicer, as the case may be, has commenced to cure
     the subject failure within the initial 30-day (or, if applicable, 15-day)
     period and has provided the Trustee and any affected Serviced Non-Trust
     Mortgage Loan Noteholder with an Officer's Certificate certifying that it
     has diligently pursued, and is diligently continuing to pursue, a full
     cure, or (B) in the case of the failure to deliver to (i) the Trustee, the
     Depositor and each affected Serviced Non-Trust Mortgage Loan Noteholder, or
     cause delivery thereto of, the Annual Statement of Compliance, the Annual
     Assessment Report and the Annual Attestation Report (together with, if
     required to be filed with the Commission under applicable law, the related
     accountants' consent to filing thereof with the Commission) with respect to
     the Master Servicer (or any Additional Item 1123 Servicer or Sub-Servicing
     Function Participant, as applicable, retained or engaged thereby that is
     not identified on Exhibit K-1 hereto) or the Special Servicer (or any
     Additional Item 1123 Servicer or Sub-Servicing Function Participant, as
     applicable, retained or engaged thereby), as applicable, pursuant to
     Section 3.13 or Section 3.14, as applicable, which is required to be part
     of or incorporated in a Subsequent Exchange Act Report required to be filed
     with respect to the Trust pursuant to the Exchange Act and this Agreement,
     continues unremedied beyond 5:00 p.m. (New York City time) on the second
     Business Day after the date on which Servicer Notice of the subject failure
     has been given to the Master Servicer or the Special Servicer, as the case
     may be, by or on behalf of any other party hereto in accordance with
     Section 3.13 or Section 3.14, as applicable or (ii) the Trustee and the
     Depositor, any updated financial statements with respect to any Significant
     Obligor covering any period during or preceding any Exchange Act Reporting
     Year, with respect to the Master Servicer, within one (1) Business Day of
     receipt thereof, and with respect to the Special Servicer, to the extent
     received in the last two (2) Business Days of the related collection
     period, within one (1) Business Day of receipt thereof and to the extent
     received prior to the last two (2) Business Days of the related collection
     period, within three (3) Business Days of receipt thereof, pursuant to
     Section 8.15, which is required to be part of or incorporated in a
     Subsequent Exchange Act Report required to be filed with respect to the
     Trust pursuant to the Exchange Act and this Agreement, continues unremedied
     for a period of 5 Business Days prior to the date such Subsequent Exchange
     Act Report which includes the subject financial information is required to
     be made or (C) in the case of a failure to notify the Trustee and the
     Depositor that an Additional Item 1123 Servicer or a Sub-Servicing Function
     Participant has been retained or engaged, which Additional Item 1123
     Servicer or Sub-Servicing Function Participant was performing duties with
     respect to all or any part of the Trust Fund during an Exchange Act
     Reporting Year, continues unremedied for 30 days; or

               (vi) any breach on the part of the Master Servicer or the Special
     Servicer of any of its representations or warranties contained in this
     Agreement that materially and adversely affects the interests of any Class
     of Certificateholders or any Serviced Non-Trust Mortgage Loan Noteholder
     and which breach continues unremedied for a period of 30 days after the
     date on which written notice of such breach, requiring the same to be
     remedied, shall have been given to the Master Servicer or the Special
     Servicer, as the case may be, by any other party hereto or to the Master
     Servicer or the Special Servicer, as the case may be (with a copy to each
     other party hereto), by a Serviced Non-Trust Mortgage Loan Noteholder (if
     affected thereby) or by the Holders of Certificates entitled to at least
     25% of the Voting Rights, provided, however, that with respect to any such
     breach which is not curable within such 30-day period, the Master Servicer
     or the Special Servicer, as the case may be, shall have an additional cure
     period of 30 days so long as the Master Servicer or the Special Servicer,
     as the case may be, has commenced to cure


                                      -310-




     such breach within the initial 30-day period and has provided the Trustee
     and any affected Serviced Non-Trust Mortgage Loan Noteholder with an
     Officer's Certificate certifying that it has diligently pursued, and is
     diligently continuing to pursue, a full cure; or

               (vii) a decree or order of a court or agency or supervisory
     authority having jurisdiction in the premises in an involuntary case under
     any present or future federal or state bankruptcy, insolvency or similar
     law for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
     of 60 days; or

               (viii) the Master Servicer or the Special Servicer shall consent
     to the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings of or relating
     to it or of or relating to all or substantially all of its property; or

               (ix) the Master Servicer or the Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     corporate action in furtherance of the foregoing; or

               (x) the Master Servicer or the Special Servicer is removed from
     S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
     a U.S. Commercial Mortgage Special Servicer, as the case may be, and is not
     reinstated within 60 days, and the ratings of one or more Classes of
     Certificates or one or more classes of Specially Designated Non-Trust
     Mortgage Loan Securities by S&P are qualified, downgraded or withdrawn in
     connection with the removal; or

               (xi) a Servicing Officer of the Master Servicer or the Special
     Servicer, as the case may be, obtains actual knowledge that one or more
     ratings assigned by Moody's to the Certificates have been qualified,
     downgraded or withdrawn, or otherwise made the subject of a "negative"
     credit watch that remains in effect for at least 60 days, which action
     Moody's has determined, and provided notification in writing or
     electronically, including by public announcement, is solely or in material
     part a result of the Master Servicer or Special Servicer, as the case may
     be, acting in such capacity;

               (xii) at any time that any Specially Designated Non-Trust
     Mortgage Loan Securities are rated by Fitch, the Master Servicer fails to
     be rated at least "CMS3" by Fitch as a master servicer or the Special
     Servicer fails to be rated at least "CSS3" by Fitch as a special servicer,
     and in either case that rating is not restored within 60 days after the
     subject downgrade or withdrawal; or

               (xiii) one or more ratings assigned by any Other Rating Agency to
     one or more classes of Specially Designated Non-Trust Mortgage Loan
     Securities have been qualified, downgraded or withdrawn, or otherwise made
     the subject of a "negative" credit watch that


                                      -311-




     remains in effect for at least 60 days, which action such Other Rating
     Agency has determined, and provided notification in writing or
     electronically, including by public announcement, is solely or in material
     part a result of the Master Servicer or Special Servicer, as the case may
     be, acting in such capacity.

          When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

          (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies) terminate all of the rights and obligations (but
not the liabilities for actions and omissions occurring prior thereto) of the
Defaulting Party under this Agreement and in and to the Trust Fund and the
Serviced Non-Trust Mortgage Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of any Serviced Non-Trust Mortgage
Loan or any interest therein; provided that the Master Servicer may not be
terminated solely for an Event of Default that affects only a Serviced Non-Trust
Mortgage Loan Noteholder or any class of Specially Designated Non-Trust Mortgage
Loan Securities (except that a Sub-Servicer may be appointed in accordance with
Section 7.01(d)); and provided, further, that, except as provided in Section
7.01(d), the Special Servicer may not be terminated solely for an Event of
Default that affects only a Serviced Non-Trust Mortgage Loan Noteholder or any
class of Specially Designated Non-Trust Mortgage Loan Securities. From and after
the receipt by the Defaulting Party of such written notice of termination,
subject to Section 7.01(c), all authority and power of the Defaulting Party
under this Agreement, whether with respect to the Certificates (other than as a
holder of any Certificate), the Trust Fund, the Serviced Non-Trust Mortgage
Loans (other than as a holder thereof or any interest therein) or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Trust Mortgage Loans, the Serviced Non-Trust
Mortgage Loans and related documents, or otherwise. The Master Servicer and the
Special Servicer each agree that, if it is terminated pursuant to this Section
7.01(b), it shall promptly (and in any event no later than ten (10) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer's or Special
Servicer's, as the case may be, responsibilities and rights hereunder, including
(i) if the Master Servicer is the Defaulting Party, the prompt transfer to the
Trustee or a successor Master Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Master
Servicer to a Custodial Account, the Collection Account, the Defeasance Deposit
Account, a Servicing Account or a Reserve Account or that are thereafter
received by or on behalf of it with respect to any Trust Mortgage Loan, any
Serviced Non-Trust Mortgage Loan or, to the extent it relates to the foregoing,
any REO Property or (ii) if the Special Servicer is the Defaulting Party, the
transfer within two (2) Business Days to the Trustee or a successor Special
Servicer for administration by it of all cash amounts that shall at the time be
or should


                                      -312-




have been credited by the Special Servicer to an REO Account, a Custodial
Account, a Servicing Account or a Reserve Account or should have been delivered
to the Master Servicer or that are thereafter received by or on behalf of it
with respect to any Trust Mortgage Loan, any Serviced Non-Trust Mortgage Loan
or, to the extent it relates to the foregoing, any REO Property; provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination. Any costs or expenses in connection with any actions to be taken by
any party hereto pursuant to this paragraph shall be borne by the Defaulting
Party and if not paid by the Defaulting Party within 90 days after the
presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

          (c) In the case of an Adverse Rating Event or prospective Adverse
Rating Event that has resulted in or may give rise to an Event of Default under
Section 7.01(a)(x), (xi), (xii) or (xiii) in respect of the Master Servicer or
the Special Servicer and of which the Trustee has notice, the Trustee shall,
promptly following its receipt of notice thereof, provide written notice thereof
to the Master Servicer or the Special Servicer, as applicable. Notwithstanding
Section 7.01(b), if the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(x),
(xi), (xii) or (xiii), and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within five (5)
Business Days following such termination, then the Master Servicer shall
continue to serve in such capacity hereunder until a successor thereto is
selected in accordance with this Section 7.01(c) or the expiration of 45 days
from the Master Servicer's receipt of the notice of termination, whichever
occurs first. Upon receipt of such "request for proposal" materials from the
terminated Master Servicer, the Trustee shall promptly thereafter (using such
"request for proposal" materials) solicit good faith bids for the rights to
master service the Serviced Mortgage Loans and, to the extent applicable, the
Outside Serviced Trust Mortgage Loans under this Agreement from at least three
(3) Persons qualified to act as a successor Master Servicer hereunder in
accordance with Section 6.02 and Section 7.02 (any such Person so qualified, a
"Qualified Bidder") or, if three (3) Qualified Bidders cannot be located, then
from as many Persons as the Trustee can determine are Qualified Bidders;
provided that at the Trustee's request, the terminated Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to master service the
Serviced Mortgage Loans and, to the extent applicable, the Outside Serviced
Trust Mortgage Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer, and to agree to be bound by the
terms hereof, within 45 days after the receipt of notice of termination by the
terminated Master Servicer. The Trustee shall solicit bids on the basis of both:
(i) such successor Master Servicer (x) retaining all existing Sub-Servicers to
continue the primary servicing of the Serviced Mortgage Loans pursuant to the
terms of the respective Sub-Servicing Agreements and (y) entering into a
Sub-Servicing Agreement with the terminated Master Servicer under which the
terminated Master


                                      -313-




Servicer would sub-service each of the Serviced Mortgage Loans not then subject
to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to the
related Master Servicing Fee Rate minus, in the case of each Trust Mortgage Loan
serviced, 0.01% per annum (each, a "Servicing-Retained Bid"); and (ii)
terminating each existing Sub-Servicing Agreement and Sub-Servicer that it is
permitted to terminate in accordance with Section 3.22 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Master Servicer as contemplated above) no later
than 45 days after the receipt of notice of termination by the terminated Master
Servicer.

          Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

          The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to master service the Serviced Mortgage Loans and, to the extent
applicable, the Outside Serviced Trust Mortgage Loans, which expenses are not
reimbursed to the party that incurred such expenses pursuant to the preceding
paragraph.

          If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, then the terminated Master Servicer shall reimburse
the Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee
in connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

          (d) Notwithstanding Section 7.01(b) and Section 7.04: (1) if any Event
of Default on the part of the Master Servicer occurs that affects a Serviced
Non-Trust Mortgage Loan Noteholder or any class of Specially Designated
Non-Trust Mortgage Loan Securities, and if the Master Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the Master Servicer may not
be terminated by or at the direction of the related Serviced Non-Trust Mortgage
Loan Noteholder; and (2) if any Event of Default on the part of the Master
Servicer occurs that affects solely a Serviced Non-Trust Mortgage Loan
Noteholder or any class of Specially Designated Non-Trust Mortgage Loan
Securities (including, without limitation, an Event of Default under Section
7.01(a)(xiii)), then the Master Servicer may not be terminated by the Trustee;
provided, however, in the case of (1) or (2), at the request of an affected
Serviced Non-Trust Mortgage Loan Noteholder in respect of a Serviced Loan
Combination, subject to the terms of the related Co-Lender Agreement, the
Trustee shall require the Master Servicer to appoint, within 30 days of the
Trustee's request, a Sub-Servicer (or, if the related Serviced Loan Combination
is currently being sub-serviced, to replace, within 30 days (or within such
other period as is provided in the related Co-Lender Agreement) of the Trustee's
request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to
the related Serviced Loan Combination. In connection with


                                      -314-




the appointment of a Sub-Servicer in accordance with this Section 7.01(d), the
Master Servicer shall obtain, at its own expense, written confirmation from each
Rating Agency (and, if applicable, any appropriate Other Rating Agency) that
such appointment will not result in an Adverse Rating Event with respect to any
Class of Certificates or, if the subject Serviced Loan Combination includes a
Specially Designated Securitized Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto), any related class of Specially Designated
Non-Trust Mortgage Loan Securities rated by such rating agency. The related
Sub-Servicing Agreement shall provide that any Sub-Servicer appointed in
accordance with this Section 7.01(d) shall be responsible for all duties, and
shall be entitled to all compensation, of the Master Servicer under this
Agreement with respect to the subject Serviced Loan Combination, except that the
Master Servicer shall be entitled to retain that portion of the Master Servicing
Fee for the Trust Mortgage Loan or REO Trust Mortgage Loan included in the
subject Serviced Loan Combination that accrues at a rate equal to 0.19% per
annum. Such Sub-Servicing Agreement shall also provide that such Sub-Servicer
shall agree to become the master servicer under a separate servicing agreement
(as contemplated by the related Co-Lender Agreement) in the event that the
subject Serviced Loan Combination is no longer to be serviced and administered
hereunder, which separate servicing agreement shall contain servicing and
administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of
this Agreement, except for the fact that the subject Serviced Loan Combination
and the related Mortgaged Property shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. If any
Sub-Servicer appointed in accordance with this Section 7.01(d) shall at any time
resign or be terminated, then (subject to the related Co-Lender Agreement) the
Master Servicer shall be required to promptly appoint a substitute Sub-Servicer,
which appointment shall not result in an Adverse Rating Event with respect to
any Class of Certificates or, if the subject Serviced Loan Combination includes
a Specially Designated Securitized Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto), any related class of Specially Designated
Non-Trust Mortgage Loan Securities rated by any Rating Agency or, if applicable,
any Other Rating Agency (as evidenced in a writing obtained by the Master
Servicer, at its own expense, from each applicable rating agency). In the event
that a successor Master Servicer is acting hereunder and such successor Master
Servicer desires to terminate the Sub-Servicer appointed under this Section
7.01(d), the terminated Master Servicer that was responsible for the Event of
Default that led to the appointment of such Sub-Servicer shall be responsible
for all costs incurred in connection with such termination, including the
payment of any termination fee.

          Further notwithstanding Section 7.01(b) and Section 7.04, if any Event
of Default on the part of the Special Servicer occurs that affects a Serviced
Non-Trust Mortgage Loan Noteholder in respect of a Serviced Loan Combination,
and the Special Servicer is not otherwise terminated in accordance with Section
7.01(b), then such Serviced Non-Trust Mortgage Loan Noteholder may require the
Trustee to terminate the duties and obligations of the Special Servicer with
respect to the related Serviced Loan Combination only, but as to no other
Serviced Mortgage Loan; and, in such event, subject to any applicable
consultation rights of any particular related Serviced Non-Trust Mortgage Loan
Noteholder under the related Co-Lender Agreement, the appropriate party shall
appoint in accordance with Section 6.09 (or, in the event of the failure of such
party to so appoint, the Trustee shall appoint in accordance with Section 7.02),
within 30 days of such Serviced Non-Trust Mortgage Loan Noteholder's request, a
replacement special servicer with respect to the subject Serviced Loan
Combination. In connection with the appointment of a replacement special
servicer with respect to the subject Serviced Loan Combination at the request of
a related Serviced Non-Trust Mortgage Loan Noteholder in accordance with this
Section 7.01(d), the Trustee shall obtain written confirmation from


                                      -315-




each Rating Agency (and, if applicable, each Other Rating Agency) that such
appointment will not result in an Adverse Rating Event with respect to any Class
of Certificates or, if the subject Serviced Loan Combination includes a
Specially Designated Securitized Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto), any related class of Specially Designated
Non-Trust Mortgage Loan Securities rated by such rating agency (such rating
confirmation to be an expense of the terminated Special Servicer or, if not paid
thereby, an expense of the requesting Serviced Non-Trust Mortgage Loan
Noteholder). Any replacement special servicer appointed at the request of a
Serviced Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d) shall be responsible for all duties, and shall be entitled to all
compensation, of the Special Servicer under this Agreement with respect to the
subject Serviced Loan Combination. Any replacement special servicer appointed at
the request of a Serviced Non-Trust Mortgage Loan Noteholder in accordance with
this Section 7.01(d) hereby agrees to become, upon request, the special servicer
under a separate servicing agreement (as contemplated by the related Co-Lender
Agreement) in the event that the subject Serviced Loan Combination is no longer
to be serviced and administered hereunder, which separate servicing agreement
shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to
the corresponding provisions of this Agreement, except for the fact that the
subject Serviced Loan Combination and the related Mortgaged Property shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder. If any replacement special servicer appointed at the request
of a Serviced Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d) shall at any time resign or be terminated, then (subject to any
applicable consultation rights of any particular related Serviced Non-Trust
Mortgage Loan Noteholder under the related Co-Lender Agreement) the appropriate
party in accordance with Section 6.09 (or the Trustee in accordance with Section
7.02, if such party fails to do so) shall be required to promptly appoint a
substitute replacement special servicer, which appointment shall not result in
an Adverse Rating Event (as evidenced in writing by each Rating Agency and, if
applicable, each Other Rating Agency) with respect to any Class of Certificates
or, if the subject Serviced Loan Combination includes a Specially Designated
Securitized Non-Trust Mortgage Loan, with respect to any related class of
Specially Designated Non-Trust Mortgage Loan Securities.

          In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of any Serviced Non-Trust Mortgage Loan
Noteholder under this Section 7.01(d).

          (e) If a Loan Combination Special Servicer is appointed with respect
to a Serviced Loan Combination or any related REO Property in accordance with
Section 7.01(d) or Section 6.09(d), such that there are multiple parties acting
as Special Servicer hereunder, then, unless the context clearly requires
otherwise: (i) when used in the context of imposing duties and obligations on
the Special Servicer hereunder or the performance of such duties and
obligations, the term "Special Servicer" shall mean the related Loan Combination
Special Servicer, insofar as such duties and obligations relate to a Serviced
Loan Combination or any related REO Property as to which a Loan Combination
Special Servicer has been appointed, and shall mean the General Special Servicer
(as defined below), in all other cases (provided that, in Section 3.13, Section
3.14 and Section 3.15, the term "Special Servicer" shall mean each of the Loan
Combination Special Servicer(s) and the General Special Servicer); (ii) when
used in the context of identifying the recipient of any information, funds,
documents, instruments and/or other items, the term "Special Servicer" shall
mean the related Loan Combination Special Servicer, insofar as such information,
funds, documents, instruments and/or other items relate to a Serviced Loan
Combination or any related REO Property as to which a Loan Combination Special
Servicer has been appointed, and shall mean the General Special Servicer, in all
other cases; (iii) when used in the context


                                      -316-




of granting the Special Servicer the right to purchase Specially Serviced Trust
Mortgage Loans pursuant to Section 3.18, the term "Special Servicer" shall mean
the related Loan Combination Special Servicer, if such Specially Serviced Trust
Mortgage Loan is a Serviced Combination Trust Mortgage Loan as to which a Loan
Combination Special Servicer has been appointed, and shall mean the General
Special Servicer, in all other cases; (iv) when used in the context of granting
the Special Servicer the right to purchase all of the Trust Mortgage Loans and
any REO Properties remaining in the Trust Fund pursuant to Section 9.01, the
term "Special Servicer" shall mean the General Special Servicer only; (v) when
used in the context of the Special Servicer being replaced, pursuant to Section
6.09(a), by the Majority Controlling Class Certificateholder(s), the term
"Special Servicer" shall mean the General Special Servicer or any Loan
Combination Special Servicer, as applicable, taking into account the limitations
of Section 6.09(d) (provided that no Loan Combination Special Servicer can be
succeeded by a Person that itself had been replaced, pursuant to Section
7.01(d), as the Special Servicer with respect to the subject Serviced Loan
Combination); (vi) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean each of the Loan Combination Special
Servicer(s) and the General Special Servicer; and (vii) when used in the context
of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation,
warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the related Loan Combination Special Servicer or the
General Special Servicer, as applicable. References in this Section 7.01(e) to
"General Special Servicer" means the Person performing the duties and
obligations of special servicer with respect to the Mortgage Pool (exclusive of
each Serviced Loan Combination and related REO Property as to which a Loan
Combination Special Servicer has been appointed).

          (f) If, pursuant to the terms of any Outside Servicing Agreement under
which any Outside Serviced Trust Mortgage Loan or Administered REO Property is
being serviced and/or administered, an Outside Servicer Default has occurred
with respect to an Outside Servicer under such Outside Servicing Agreement and
remains unremedied, then the Trustee may, if materially and adversely affected
in its capacity as holder of such Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, to the fullest extent
permitted by such Outside Servicing Agreement, either (i) waive such Outside
Servicer Default (but only if directed to do so in accordance with Section
7.04), or (ii) absent such waiver, direct the appropriate party under such
Outside Servicing Agreement to exercise such remedies thereunder regarding the
termination and replacement of, or the appointment of a new subservicer to
perform the duties of, the Outside Servicer as to which such Outsider Servicer
Default relates. In connection with the foregoing, the Trustee may (and, at the
direction of the Controlling Class Representative or the Holders of Certificates
entitled to at least 25% of the Voting Rights, is required to) exercise the
rights set forth in clause (ii) of the preceding sentence as the Holder of the
subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto; and, furthermore, if and to the extent necessary, the
Trustee shall contact and act with the other applicable Non-Trust Mortgage Loan
Noteholders in exercising such rights.


                                      -317-




          SECTION 7.02. Trustee to Act; Appointment of Successor.

          On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be
the successor in all respects to the Master Servicer or the Special Servicer, as
the case may be, in its capacity as such under this Agreement and the
transactions set forth or provided for herein and shall have all (and the former
Master Servicer or the Special Servicer, as the case may be, shall cease to have
any) of the responsibilities, duties and liabilities of the Master Servicer or
the Special Servicer, as the case may be, arising thereafter, including, if the
Master Servicer is the resigning or terminated party, the Master Servicer's
obligation to make P&I Advances, including in connection with any termination of
the Master Servicer for an Event of Default described in clause 7.01(a)(iii),
the unmade P&I Advances that gave rise to such Event of Default; provided that
any failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's, as the case may be, failure to provide
information or monies required by Section 7.01 shall not be considered a default
by the Trustee hereunder. The Trustee shall not be liable for any of the
representations and warranties of the resigning or terminated party or for any
losses incurred by the resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, subject to the last sentence of the second
paragraph of Section 3.11(c), the Trustee shall be entitled to all fees and
other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder.

          Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or if the Trustee is not approved as a master servicer or a
special servicer, as the case may be, by any of the Rating Agencies, or if the
Holders of Certificates entitled to a majority of the Voting Rights so request
in writing to the Trustee, promptly appoint (subject, in the case of a resigning
or terminated Special Servicer, to any applicable consultation rights of any
particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the
related Co-Lender Agreement), or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each Rating
Agency and, if applicable, each Other Rating Agency, such succession will not
result in an Adverse Rating Event with respect to any Class of Certificates or
any class of Specially Designated Non-Trust Mortgage Loan Securities rated by
such rating agency, and (ii) such appointee makes the applicable representations
and warranties set forth in Section 3.23 or Section 3.24, as applicable; and
provided, further, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Majority
Controlling Class Certificateholder(s) to designate a successor pursuant to
Section 6.09. No appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption by the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided. In connection with any such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of
such successor out of payments on the Serviced Mortgage Loans


                                      -318-




and the Administered REO Properties as it and such successor shall agree,
subject to the terms of this Agreement and/or the related Co-Lender Agreement
limiting the use of funds received in respect of a Serviced Loan Combination to
matters related to such Loan Combination; provided, however that no such
compensation shall be in excess of that permitted the resigning or terminated
party hereunder. Such successor and the other parties hereto shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.

          SECTION 7.03. Notification to Certificateholders and Others.

          (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to the Depositor, to
the Certificateholders at their respective addresses appearing in the
Certificate Register and to each Serviced Non-Trust Mortgage Loan Noteholder.
Not later than ten (10) days (or, in the case of notice to the Depositor, as
soon as reasonably practicable) after a Responsible Officer of the Trustee has
received notice of the occurrence of any resignation, termination or replacement
of, or appointment of a successor to, any Outside Servicer pursuant to the
related Outside Servicing Agreement, the Trustee shall give written notice of
such event to the Depositor and the Certificateholders.

          (b) Not later than 10 days (or, in the case of notice to the
Depositor, as soon as reasonably practicable) after a Responsible Officer of the
Trustee has notice of the occurrence of any event which constitutes or, with
notice or lapse of time or both, would constitute an Event of Default or an
Outside Servicer Default, the Trustee shall promptly notify in writing the
Depositor, all the Certificateholders and the Rating Agencies notice of such
occurrence, unless such default shall have been cured.

          SECTION 7.04. Waiver of Events of Default and Outside Servicer
                        Defaults.

          The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder or any Outside Servicer Default under an Outside Servicing Agreement
may waive such Event of Default or direct the Trustee, to the extent it is
permitted to do so under the applicable Outside Servicing Agreement, to waive
such Outside Servicer Default, as the case may be; provided, however, that (A)
an Event of Default under any of clauses (i), (ii), (iii), (x),(xi) and (xii) of
Section 7.01(a) or any comparable Outside Servicer Default may be waived only by
all of the Certificateholders of the affected Classes, (B) waiver of an Event of
Default under clause (iii) of Section 7.01(a) further requires the written
consent of the Trustee and (C) waiver of an Event of Default contemplated by
clause (B) or clause (C) of Section 7.01(a)(v) further requires the written
consent of the Depositor. Upon any such waiver of an Event of Default or an
Outside Servicer Default, such Event of Default or, to the extent it is in fact
waived under the applicable Outside Servicing Agreement, such Event of Default
or such Outside Servicer Default, as the case may be, shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder (except as
otherwise provided in Section 7.01(d)). No such waiver shall extend to any
subsequent or other Event of Default or Outside Servicer Default, as the case
may be, or impair any right consequent thereon except to the extent expressly so
waived. Notwithstanding any other provisions of this Agreement, for purposes of
waiving any Event of Default or Outside Servicer Default pursuant to this
Section 7.04,


                                      -319-




Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to Voting Rights with respect to the matters
described above.

          SECTION 7.05. Additional Remedies of Trustee Upon Event of Default or
                        Outside Servicer Default.

          During the continuance of any Event of Default or Outside Servicer
Default that shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust and on behalf of any Serviced Non-Trust Mortgage
Loan Noteholder, to take all actions now or hereafter existing at law, in equity
or by statute to enforce its rights and remedies and to protect the interests,
and enforce the rights and remedies, of the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs
of claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Event of Default or Outside Servicer Default.


                                      -320-




                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

          SECTION 8.01. Duties of Trustee.

          (a) The Trustee, prior to the occurrence of an Event of Default or an
Outside Servicer Default and after the curing or waiver of all Events of Default
and all Outside Servicer Defaults that may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default or an Outside Servicer Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs; provided that if the Trustee is acting as Master
Servicer or Special Servicer, it shall act in accordance with the Servicing
Standard. Any permissive right of the Trustee contained in this Agreement shall
not be construed as a duty.

          (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

          (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

               (i) Prior to the occurrence of an Event of Default or an Outside
     Servicer Default, and after the curing of all such Events of Default and
     all such Outside Servicer Defaults that may have occurred, the duties and
     obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may, absent manifest error,
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon any certificates or opinions furnished
     to the Trustee and conforming to the requirements of this Agreement;

               (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;


                                      -321-




               (iii) The Trustee shall not be personally liable with respect to
     any action taken, suffered or omitted to be taken by it in good faith in
     accordance with the terms of this Agreement and the direction of the
     Controlling Class or Holders of Certificates entitled to at least 25% of
     the Voting Rights, relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Agreement or, as holder of
     an Outside Serviced Trust Mortgage Loan (or any successor REO Trust
     Mortgage Loan with respect thereto), under an Outside Servicing Agreement,
     as the case may be; and

               (iv) The protections, immunities and indemnities afforded to the
     Trustee hereunder shall also be available to it in its capacity as
     Authenticating Agent, Certificate Registrar, Tax Administrator and
     Custodian.

          SECTION 8.02. Certain Matters Affecting Trustee.

          Except as otherwise provided in Section 8.01 and Article X:

               (i) the Trustee may rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document reasonably believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

               (ii) the Trustee may consult with counsel and the written advice
     of such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted by it hereunder in good faith and in accordance therewith;

               (iii) the Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or, except as provided in
     Section 10.01 or 10.02, to institute, conduct or defend any litigation
     hereunder or in relation hereto, at the request, order or direction of any
     of the Certificateholders, pursuant to the provisions of this Agreement,
     unless such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby; except as provided in Section 10.01 or
     10.02, the Trustee shall not be required to expend or risk its own funds or
     otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of any of its rights or powers, if it
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it; nothing contained herein shall, however, relieve the Trustee of the
     obligation, upon the occurrence of an Event of Default or an Outside
     Servicer Default that has not been cured, to exercise such of the rights
     and powers vested in it by this Agreement, and to use the same degree of
     care and skill in their exercise as a prudent man would exercise or use
     under the circumstances in the conduct of his own affairs;

               (iv) the Trustee shall not be personally liable for any action
     reasonably taken, suffered or omitted by it in good faith and believed by
     it to be authorized, or within the discretion or rights or powers conferred
     upon it, by this Agreement;


                                      -322-




               (v) prior to the occurrence of an Event of Default or an Outside
     Servicer Default, and after the curing of all Events of Default and all
     Outside Servicer Defaults that may have occurred, and except as may be
     provided in Section 10.01 or 10.02, the Trustee shall not be bound to make
     any investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     consent, order, approval, bond or other paper or document, unless requested
     in writing to do so by Holders of Certificates entitled to at least 25% of
     the Voting Rights; provided, however, that if the payment within a
     reasonable time to the Trustee of the costs, expenses or liabilities likely
     to be incurred by it in the making of such investigation is, in the opinion
     of the Trustee, not reasonably assured to the Trustee by the security
     afforded to it by the terms of this Agreement, the Trustee may require
     reasonable indemnity against such expense or liability as a condition to
     taking any such action;

               (vi) the Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys; provided, however, that the Trustee shall remain
     responsible for all acts and omissions of such agents or attorneys within
     the scope of their employment to the same extent as it is responsible for
     its own actions and omissions hereunder; and provided, further, that,
     unless and until the Trustee has filed a Form 15 with respect to the Trust
     in accordance with Section 8.15, the Trustee may not engage any such agent
     or attorney-in-fact that would constitute an Additional Item 1123 Servicer
     or a Sub-Servicing Function Participant, unless it first obtains the
     written consent of the Depositor; and

               (vii) the Trustee shall not be responsible for any act or
     omission of the Master Servicer or the Special Servicer (unless the Trustee
     is acting as Master Servicer or Special Servicer) or the Depositor.

          SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                        Sufficiency of Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee or any Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or such Fiscal Agent, and neither the
Trustee nor such Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, neither the
Trustee nor any Fiscal Agent makes any representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor any Fiscal Agent shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Depositor in respect of the assignment of the Trust Mortgage Loans
to the Trust Fund, or any funds deposited in or withdrawn from a Custodial
Account or any other account by or on behalf of the Depositor, the Master
Servicer or the Special Servicer. Neither the Trustee nor any Fiscal Agent shall
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.


                                      -323-




          SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

          The Trustee, any Fiscal Agent or any agent of the Trustee or a Fiscal
Agent, in its individual or any other capacity, may become the owner or pledgee
of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
such Fiscal Agent or such agent, as the case may be.

          SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
Trustee.

          (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Collection Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. Except as otherwise
provided in Section 3.06, the Trustee Fees (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it.

          (b) The Trustee (whether in its individual capacity or its capacity as
Trustee) and any director, officer, employee or agent of the Trustee shall be
entitled to be indemnified for and held harmless by the Trust Fund out of the
Pool Custodial Account and the Collection Account (and, to the extent that a
Serviced Loan Combination or any related REO Property is affected, by the Trust
Fund and/or the related Serviced Non-Trust Mortgage Loan Noteholder(s) out of
the related Loan Combination Custodial Account) against any loss, liability or
reasonable "out-of-pocket" expense arising out of, or incurred in connection
with, this Agreement or the Certificates (including (i) costs and expenses
incurred in connection with removal of the Special Servicer and Master Servicer
pursuant to Sections 7.01 and 7.02 and (ii) costs and expenses of litigation and
of investigation, including counsel fees, damages, judgments and amounts paid in
settlement (any such loss, liability or expense, a "Trustee Liability");
provided that such loss, liability or expense constitutes an "unanticipated
expense" within the meaning of Treasury regulations section 1.860G-1(b)(3)(ii);
and provided, further, that neither the Trustee nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section
8.05(b) for (1) any liability specifically required to be borne thereby pursuant
to the terms of this Agreement, or (2) any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of,
or the negligent disregard of, the Trustee's obligations and duties hereunder,
or as may arise from a breach of any representation, warranty or covenant of the
Trustee made herein, or (3) any loss, liability or expense that constitutes an
Advance (the reimbursement of which has otherwise been provided for herein) or
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

          (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.


                                      -324-




          (d) The Trustee shall indemnify and hold harmless the Trust Fund
against any losses arising out of any errors made solely by the Trustee in
calculating distributions to be made hereunder and any other calculation or
reporting hereunder (in each case not attributable to information provided to
the Trustee by the Master Servicer or the Special Servicer); provided that such
loss arose by reason of willful misfeasance, bad faith or negligence on the part
of the Trustee. The provisions of this Section 8.05(d) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

          SECTION 8.06. Eligibility Requirements for Trustee.

          (a) The Trustee hereunder shall at all times be a bank, a trust
company, a banking association or a banking corporation organized and doing
business under the laws of the United States of America or any state thereof or
the District of Columbia, authorized under such laws to exercise trust powers,
having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state banking authority. If such bank,
trust company, banking association or banking corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
section the combined capital and surplus of such bank, trust company, banking
association or banking corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The Trustee shall at all times maintain a long-term unsecured debt rating of at
least (i) "AA-" from S&P (or "A+" from S&P, if the Trustee's short-term
unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Moody's or, if a
Fiscal Agent meeting the requirements of Section 8.17(a) is then currently
acting in such capacity, "A-" from S&P and "A3" from Moody's, or (ii) in the
case of either Rating Agency, such other rating as shall not result in an
Adverse Rating Event with respect to any Class of Certificates, as confirmed in
writing by such Rating Agency. The Trustee shall at all times satisfy the
requirements of Section 26(a)(1) of the Investment Company Act of 1940, as
amended. The Trustee's acting in such capacity shall not adversely affect the
application of the Prohibited Transaction Exemption to the Investment Grade
Certificates. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that the Trustee shall not be required to resign due to the existence
of an affiliation described in the last sentence of this Section 8.06 until such
time as it has actual knowledge or receives written notice of the existence of
such affiliation; and provided, further, that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$100,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event with respect to any Class of
Certificates, then upon the execution and delivery of such agreement the Trustee
shall not be required to resign, and may continue in such capacity, for so long
as none of the ratings assigned by the Rating Agencies to the Certificates is
adversely affected thereby. The bank, trust company, banking corporation or
banking association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer and
their respective Affiliates. Notwithstanding the foregoing, except to the extent
permitted or required by Section 7.02, the Trustee shall not be an "affiliate"
(as such term is defined in Section III of PTE 2000-58) of the Master Servicer,
the Special Servicer, any Sub-Servicer, any Outside Servicer, the Depositor, or
any obligor with respect to Trust Mortgage Loans constituting more than 5% of
the aggregate unamortized principal balance of


                                      -325-




the Mortgage Pool as of the Closing Date or any "affiliate" (as such term is
defined in Section III of PTE 2000-58) of any such Person.

          SECTION 8.07. Resignation and Removal of Trustee.

          (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders and all Serviced
Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Depositor by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

          (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control) to
timely deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Bond Level File, CMSA
Collateral Summary File, CMSA Historical Bond/Collateral Realized Loss
Reconciliation Template, CMSA Historical Liquidation Loss Template, CMSA
Interest Shortfall Reconciliation Template, CMSA Reconciliation of Funds
Template and/or Mortgage Pool Data Update Report, or other report or statement
required by Section 4.02 and such failure shall continue unremedied for a period
of five (5) days after receipt of written notice by the Trustee of such failure,
or if the Trustee shall fail (other than by reason of the failure of the Master
Servicer, the Special Servicer or the Depositor or any Sub-Servicer,
subcontractor, vendor or agent of the foregoing to timely perform its
obligations hereunder or in connection herewith or as a result of other
circumstances beyond the Trustee's reasonable control) to timely perform any of
its obligations set forth in Section 3.13, Section 3.14 or Section 8.15(a) and
such failure adversely affects the Depositor's ability to use or file a
registration statement on Form S-3 for purposes of publicly offering commercial
mortgage-backed securities, or if a tax is imposed or threatened with respect to
the Trust Fund by any state in which the Trustee is located or in which it holds
any portion of the Trust Fund, then the Depositor may remove the Trustee and
appoint a successor trustee acceptable to the Depositor and the Master Servicer
by written instrument, in duplicate, which instrument shall be delivered to the
Trustee so removed and to the successor trustee. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the
successor trustee so appointed.

          (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee (with or without cause) and appoint a
successor trustee by written instrument or instruments, signed by such Holders
or their attorneys-in-fact duly authorized, one


                                      -326-




complete set of which instruments shall be delivered to the Master Servicer, one
complete set to the Trustee so removed and one complete set to the successor
trustee so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer, the remaining Certificateholders and the
Serviced Non-Trust Mortgage Loan Noteholders by the successor trustee so
appointed.

          (d) In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and (as among the parties hereto) in and to the
Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be
terminated, other than (i) any rights or obligations that accrued prior to the
date of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent) or (ii) any rights or immunities described in this Agreement
as surviving any resignation or removal of the Trustee, including but not
limited to the rights set forth in Sections 8.05(b) and (c).

          (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

          SECTION 8.08. Successor Trustee.

          (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements and moneys held by it hereunder (other than any Mortgage Files at
the time held on its behalf by a third-party Custodian, which Custodian shall
become the agent of the successor trustee), and the Depositor, the Master
Servicer, the Special Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.

          (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

          (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, such successor trustee shall mail notice of the succession
of such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer, the Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders.

          (d) Any and all costs and expenses associated with transferring the
duties of a Trustee that has resigned or been removed or terminated, as
contemplated by Section 8.07, to a successor Trustee, including those associated
with transfer of the Mortgage Files and other documents and


                                      -327-




statements held by the predecessor Trustee to the successor Trustee, as
contemplated by Section 8.08(a), shall be paid by: (i) the predecessor Trustee,
if such predecessor Trustee has resigned in accordance with Section 8.07(a), has
been removed in accordance with Section 8.07(b) or has been removed with cause
in accordance with Section 8.07(c); (ii) the Certificateholders that effected
the removal, if the predecessor Trustee has been removed without cause in
accordance with Section 8.07(c); and (iii) the Trust, if such costs and expenses
are not paid by the predecessor Trustee or the subject Certificateholders, as
contemplated by the immediately preceding clauses (i) and (ii), within 90 days
after they are incurred (provided that such predecessor Trustee or such subject
Certificateholders, as applicable, shall remain liable to the Trust for such
costs and expenses).

          SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

          Any entity into which the Trustee or any Fiscal Agent may be merged or
converted, or with which the Trustee or any Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or any Fiscal Agent shall be a party, or any entity succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
or such Fiscal Agent, as the case may be, hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

          SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

          (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

          (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

          (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts


                                      -328-




conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

          (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts vested
therein pursuant to the applicable instrument of appointment and this Section
8.10, shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

          (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

          SECTION 8.11. Appointment of Custodians.

          The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
The Trustee may enter into an agreement to appoint a Custodian which is not the
Trustee, provided that such agreement: (i) is consistent with this Agreement in
all material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
may provide that the related Custodian will be entitled to be indemnified out of
the assets of the Trust Fund in connection with losses arising from the
performance by such Custodian of its duties in accordance with the provisions of
the related custodial agreement if and to the extent such indemnification would
be permitted under Section 8.05(b) with respect to agents of the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian. In the absence of any other Person appointed in
accordance herewith acting as Custodian, the Trustee agrees to act in such
capacity in accordance with the terms hereof. Notwithstanding anything herein to
the contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder shall at all times maintain a fidelity bond and errors and omissions
policy in amounts customary for custodians performing duties similar to those
set forth in this Agreement and, in any event, satisfying the same requirements
(including as to the insurer) as are applicable to any such bond or policy
required to be maintained by the Master Servicer pursuant to


                                      -329-




Section 3.07. Any engagement of a third party to act as Custodian with respect
to the Mortgage File or any portion thereof with respect to a Serviced Loan
Combination shall be subject to any relevant provisions of the related Co-Lender
Agreement.

          SECTION 8.12. Appointment of Authenticating Agents.

          (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Authenticating Agent, any provision or requirement herein requiring
notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

          (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

          (c) Any Authenticating Agent appointed in accordance with this Section
8.12 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Certificate Registrar, the Master Servicer,
the Special Servicer and the Depositor. The Trustee may at any time terminate
the agency of any Authenticating Agent appointed in accordance with this Section
8.12 by giving written notice of termination to such Authenticating Agent, the
Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a
notice of such a resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating Agent, in which case the Trustee shall give written notice of
such appointment to the Master Servicer, the Certificate Registrar and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.


                                      -330-




          SECTION 8.13. Appointment of Tax Administrators.

          (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

          (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

          (c) Any Tax Administrator appointed in accordance with this Section
8.13 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Certificate Registrar, the Master Servicer,
the Special Servicer and the Depositor. The Trustee may at any time terminate
the agency of any Tax Administrator appointed in accordance with this Section
8.13 by giving written notice of termination to such Tax Administrator, the
Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a
notice of such a resignation or upon such a termination, or in case at any time
any Tax Administrator shall cease to be eligible in accordance with the
provisions of this Section 8.13, the Trustee may appoint a successor Tax
Administrator, in which case the Trustee shall give written notice of such
appointment to the Master Servicer, the Special Servicer and the Depositor and
shall mail notice of such appointment to all Holders of Certificates; provided,
however, that no successor Tax Administrator shall be appointed unless eligible
under the provisions of this Section 8.13. Any successor Tax Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Tax Administrator.

          SECTION 8.14. Access to Certain Information.

          (a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner or Serviced Non-Trust Mortgage Loan
Noteholder, access to any documentation regarding the Trust Mortgage Loans (or,
in the case of a Serviced Non-Trust Mortgage Loan Noteholder, the related
Serviced Non-Trust Mortgage Loan) within its control that may be required to be
provided by this Agreement or by applicable law. Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Trustee designated by it.

          (b) The Trustee shall maintain in its possession and, upon reasonable
prior written request and during normal business hours, shall make available at
its offices for review by the Depositor, the Rating Agencies, the Serviced
Non-Trust Mortgage Loan Noteholders and their respective designees, the
Controlling Class Representative and, subject to the succeeding paragraph, any


                                      -331-




Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, the Prospectus Supplement,
any private placement memorandum and any other disclosure document relating to
the Certificates, in the form most recently provided to the Trustee by the
Depositor or by any Person designated by the Depositor; (ii) this Agreement,
each Sub-Servicing Agreement delivered to the Trustee since the Closing Date and
any amendments hereto or thereto; (iii) all Certificateholder Reports made
available to Certificateholders pursuant to Section 4.02(a) since the Closing
Date; (iv) all Annual Statements of Compliance delivered to the Trustee since
the Closing Date; (v) all Annual Assessment Reports and Annual Attestation
Reports delivered to the Trustee since the Closing Date; (vi) any and all
notices and reports delivered to the Trustee with respect to any Mortgaged
Property as to which the environmental testing contemplated by Section 3.09(c)
revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof was not satisfied; (vii) each of the Mortgage Files,
including any and all modifications, extensions, waivers and amendments of the
terms of a Trust Mortgage Loan or Serviced Non-Trust Mortgage Loan entered into
or consented to by the Special Servicer and delivered to the Trustee pursuant to
Section 3.20; (viii) the most recent appraisal for each Mortgaged Property and
REO Property that has been delivered to the Trustee (each appraisal obtained
hereunder with respect to any Mortgaged Property or REO Property to be delivered
to the Trustee by the Master Servicer or Special Servicer, as applicable,
promptly following its having been obtained); (ix) any and all Officer's
Certificates and other evidence delivered to or by the Trustee to support its,
the Master Servicer's, the Special Servicer's or any Fiscal Agent's, as the case
may be, determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance; (x) any and all information provided to the Trustee
pursuant to Section 3.27(a) or Section 6.11(a); (xi) any exception report
prepared by the Trustee pursuant to Section 2.02(b); (xii) all notices of a
breach of representation and warranty given by or received by the Trustee with
respect to any party hereto; (xiii) any Officer's Certificate delivered to the
Trustee by the Special Servicer in connection with a Final Recovery
Determination pursuant to Section 3.09(h); and (xiv) any and all reports,
statements and other written or electronic information relating to an Outside
Serviced Trust Mortgage Loan, the related Mortgaged Property and/or the borrower
under such Outside Serviced Trust Mortgage Loan, to the extent such items were
received by the Master Servicer from a related Outside Servicer or other
applicable party under the related Outside Servicing Agreement and delivered to
the Trustee since the Closing Date. The Trustee shall provide copies of any and
all of the foregoing items upon written request of any of the parties set forth
in the previous sentence; however, except in the case of the Rating Agencies,
the Trustee shall be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing such copies. Upon the reasonable
request of any Certificateholder, or any Certificate Owner identified to the
Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from
the Master Servicer copies (at the expense of such Certificateholder or
Certificate Owner if the Master Servicer or Special Servicer charges a fee to
cover the reasonable cost of making such copies available) of any inspection
reports prepared by the Master Servicer or the Special Servicer, copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer and copies of any CMSA Operating Statement
Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master
Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such
items available to the requesting Certificateholder or Certificate Owner.

          In connection with providing access to or copies of the items
described in the preceding paragraph, the Trustee shall require: (i) in the case
of Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person


                                      -332-




is a Certificateholder or a beneficial holder of Book-Entry Certificates and
will keep such information confidential (except that such Certificateholder or
Certificate Owner may provide such information to any other Person that holds or
is contemplating the purchase of any Certificate or interest therein, provided
that such other Person confirms in writing such ownership interest or
prospective ownership interest and agrees to keep such information
confidential); and (ii) in the case of a prospective purchaser of a Certificate
or an interest therein, confirmation executed by the requesting Person
substantially in the form of Exhibit L-2 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a prospective purchaser of a Certificate or an interest therein, is
requesting the information for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential.

          (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

          SECTION 8.15. Reports to the Securities and Exchange Commission and
                        Related Reports.

          (a) With respect to any Exchange Act Reporting Year, the Trustee
shall:

               (i) as soon as reasonably practicable (but in any event within 15
     days or such shorter period as may be provided under the Exchange Act and
     the rules and regulations promulgated thereunder) after each Distribution
     Date during such Exchange Act Reporting Year, in accordance with the
     Exchange Act, the rules and regulations promulgated thereunder, and
     applicable releases and "no-action letters" issued by the Commission,
     prepare for filing, arrange for execution by the Depositor and properly and
     timely file with the Commission with respect to the Trust, a Distribution
     Report on Form 10-D with or including, as the case may be, a copy of the
     applicable Distribution Date Statement (exclusive of the CMSA Bond Level
     File, the CMSA Historical Liquidation Loss Template and the CMSA Collateral
     Summary File) and, if and to the extent that it relates to any Trustee
     Reportable Event or was otherwise delivered by written notice to, or
     otherwise actually known by a Responsible Officer of, the Trustee, any
     other Form 10-D Required Information to be reported for the period covered
     by the subject Form 10-D;

               (ii) during such Exchange Act Reporting Year, at the direction of
     the Depositor, in accordance with the Exchange Act, the rules and
     regulations promulgated thereunder, and applicable releases and "no-action
     letters" issued by the Commission, prepare for filing, arrange for
     execution by the Depositor and properly and timely file with the Commission
     with respect to the Trust, a Current Report on Form 8-K regarding and
     disclosing any Form 8-K Required Information (with respect to any Form 8-K
     Required Information other than any Trustee Reportable Event, to the extent
     a Responsible Officer of the Trustee has actual knowledge of, or has been
     provided with written notice of, such information), within the time periods
     specified under Form 8-K, the Exchange Act, the rules and regulations
     promulgated thereunder and applicable releases and "no-action letters"
     issued by the Commission; provided that the Depositor shall cooperate with
     the Trustee to determine the applicable required time period; and provided,
     further, that, if the Depositor directs the Trustee to file a Current
     Report on Form 8-K in accordance with this clause (ii), the Depositor shall
     cooperate with the Trustee in preparing such Current Report on Form 8-K and
     the Trustee will report the subject information


                                      -333-




     in accordance with the Exchange Act, the rules and regulations promulgated
     thereunder and applicable releases and "no-action letters" issued by the
     Commission;

               (iii) within 90 days following the end of such Exchange Act
     Reporting Year, prepare for filing, arrange for execution by the Depositor
     and properly and timely file with the Commission, with respect to the
     Trust, an Annual Report on Form 10-K, which complies in all material
     respects with the requirements of the Exchange Act, the rules and
     regulations promulgated thereunder and applicable "no-action letters"
     issued by the Commission, which shall include as exhibits each Annual
     Statement of Compliance, Annual Assessment Report and Annual Attestation
     Report delivered pursuant to or as contemplated by Section 3.13 and/or
     Section 3.14, with respect to the Master Servicer, the Special Servicer or
     other applicable Person for such Exchange Act Reporting Year, and which
     shall further include a Sarbanes-Oxley Certification and shall include any
     other Form 10-K Required Information to be reported for such Exchange Act
     Reporting Year (if and to the extent that the applicable Form 10-K Required
     Information relates to a Trustee Reportable Event or was otherwise
     delivered by written notice to--or otherwise actually known by a
     Responsible Officer of--the Trustee);

               (iv) at the reasonable request of, and in accordance with the
     reasonable directions of, the Certifying Party (as defined in Section
     8.15(d)) or the Depositor, prepare for filing, arrange for execution by the
     Depositor and promptly file with the Commission an amendment to any Current
     Report on Form 8-K, Distribution Report on Form 10-D or Annual Report on
     Form 10-K previously filed with the Commission with respect to the Trust
     during or relating to, as applicable, such Exchange Act Reporting Year;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system) a Current Report on Form
8-K reporting the establishment of the Trust and a Current Report on Form 8-K
whereby this Agreement will be filed as an exhibit (the Current Reports on Form
8-K contemplated by this subclause (y) being herein referred to as the "Initial
Current Reports on Form 8-K"); and provided, further, that if all or any
required portion of an Annual Report on Form 10-K or a Distribution Report on
Form 10-D cannot be timely filed by the Trustee (other than for a reason
contemplated by Rule 12b-25(g) of the Exchange Act), then (i) the Trustee (upon
becoming aware thereof or the reasonable likelihood thereof) shall immediately
notify the Depositor, (ii) the Trustee shall (to the extent appropriate and to
the extent directed by the Depositor) file a Form 12b-25 (17 C.F.R. 249.322) in
connection therewith consistent with Rule 12b-25 of the Exchange Act, each party
hereto shall reasonably cooperate with the Trustee and the Depositor to complete
the subject Exchange Act Report and such Exchange Act Report (or the applicable
portions thereof) shall be filed with the Commission as soon as reasonably
practicable and, if the Depositor is relying upon Rule 12b-25 of the Exchange
Act, within the time frames contemplated thereby; and provided, further, that if
all or any required portion of any Exchange Act Report cannot be timely filed by
the Trustee for the sole reason that the Trustee is unable to file the report in
electronic format, then (i) the Trustee (upon becoming aware thereof or the
reasonable likelihood thereof) shall immediately notify the Depositor and, as
determined by the Depositor, the Depositor and the Trustee shall comply with
either Rule 201 or 202 of Regulation S-T or apply for an adjustment of filing
date pursuant to Rule 13b of Regulation S-T. Each


                                      -334-




of the other parties to this Agreement shall deliver to the Trustee in the
format required (or readily convertible into the format required) for electronic
filing via the EDGAR system, any and all items required to be delivered by such
party pursuant to this Agreement and contemplated to be filed with the
Commission pursuant to this Section 8.15(a), other than the financial statements
or other financial information of a Significant Obligor.

          All Current Reports on Form 8-K, Distribution Reports on Form 10-D and
Annual Reports on Form 10-K, as well as any amendments to those reports, that
are to be filed with respect to the Trust pursuant to the Exchange Act, and the
rules and regulations promulgated thereunder, and this Section 8.15(a), are
(together with the exhibits thereto) herein referred to as the "Exchange Act
Reports". The Exchange Act Reports, exclusive of the Initial Current Reports on
Form 8-K, are herein referred to as the "Subsequent Exchange Act Reports." All
Subsequent Exchange Act Reports prepared by the Trustee pursuant to this Section
8.15(a) shall be executed by the Depositor promptly upon delivery thereto,
subject to the Subsequent Exchange Act Report being in form and substance
reasonably acceptable thereto. The senior officer in charge of securitization
for the Depositor shall sign the Sarbanes-Oxley Certification included in each
Form 10-K Report with respect to the Trust.

          Notwithstanding any other provision of this Agreement, the Trustee
shall have no liability to any Person with respect to any failure to properly
prepare or timely file any of the Subsequent Exchange Act Reports to the extent
that such failure is not the result of any negligence, bad faith or willful
misconduct on its part. The Trustee shall have no liability to any Person for a
failure to file on a timely basis any Subsequent Exchange Act Report to the
extent that the Trustee is not provided by any unaffiliated third party within
the time frames set forth in this Agreement all required attachments and
information (including notices with respect thereto) to be filed with such
Subsequent Exchange Act Report in properly executed form. The Trustee shall be
entitled to conclusively rely upon, without any duty to review or analyze, the
form and content of any information, disclosure, attachments or exhibits
provided to it for inclusion in any Subsequent Exchange Act Report. The parties
to this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 8.15 related to the timely preparation, arrangement for
execution and filing of Subsequent Exchange Act Reports is dependent upon other
parties to this Agreement observing all applicable deadlines in the performance
of their duties under Sections 3.13, 3.14 and 8.15. Other than to the extent the
Trustee is required to provide notice of any failure to deliver in accordance
with this Agreement, the Trustee has no duty under this Section 8.15 or
otherwise under this Agreement to enforce the performance by the other parties
to this Agreement of their duties under this Section 8.15.

          The Trustee shall make available to all Certificateholders and
Certificate Owners on its internet website each Subsequent Exchange Act Report
that is filed with the Commission with respect to the Trust. The Trustee shall
post each such report on its internet website as soon as reasonably practicable
after the filing thereof with the Commission. In addition, the Trustee shall,
free of charge, upon request, deliver to any Certificateholder, Certificate
Owner or party identified as a prospective Certificateholder or Certificate
Owner copies of all Subsequent Exchange Act Reports that are filed with the
Commission with respect to the Trust. Any request contemplated by the prior
sentence shall be made to LaSalle Bank National Association, 135 South LaSalle
Street, Mailcode: IL4-135-16-25, Chicago, Illinois 60603, Attention: Manisha
Sharma (telephone number: (312) 904-8845), or to such other Person, address
and/or phone number as the Trustee may specify by notice to Certificateholders.


                                      -335-




          (b) At all times during each Exchange Act Reporting Year, each of the
Trustee, the Master Servicer and the Special Servicer shall (and shall use
reasonable efforts to cause each Servicing Representative that is a Servicer
acting on its behalf hereunder and, solely in the case of the Trustee, each
Trustee Appointee to) monitor for, and (in accordance with the timeframes set
forth in this Section 8.15(b)) notify (including with such notice the Exchange
Act Reportable Event Notification attached hereto as Exhibit U) the Depositor
and the Trustee in writing of, the occurrence or existence of any and all
events, conditions, circumstances and/or matters that constitute or may
constitute related Exchange Act Reportable Events with respect thereto; provided
that, unless any such particular event, condition, circumstance and/or matter
specifically relates to the party obligated to undertake such monitoring, any
Affiliate thereof, any Servicing Representative that is a Servicer retained or
engaged thereby or, solely in the case of the Trustee, any Trustee Appointee,
the obligation to so monitor for any such particular event, condition,
circumstance and/or matter shall be limited to maintaining a reasonable
awareness as regards the existence thereof in the normal course of performing
its respective obligations and duties hereunder or otherwise in respect of the
Trust Fund; and provided, further, that, with respect to any Sub-Servicer
identified on Exhibit K-1 that is acting on the Master Servicer's behalf
hereunder and that does not constitute a Servicing Function Participant, the
Master Servicer shall be deemed to have used reasonable efforts to cause such
Sub-Servicer to monitor for, and notify the Depositor and the Trustee in writing
of, the occurrence or existence of any and all related Exchange Act Reportable
Events with respect thereto in accordance with this sentence if (x) the
applicable Sub-Servicer has agreed in the related Sub-Servicing Agreement to
monitor for, and (at least one Business Day prior to the deadlines set forth in
this Section 8.15(b)) notify (including with such notice the Exchange Act
Reportable Event Notification attached hereto as Exhibit U) the Master Servicer
in writing of, the occurrence or existence of any and all events, conditions,
circumstances and/or matters that constitute or may constitute related Exchange
Act Reportable Events with respect thereto, and (y) the Master Servicer
delivers, within one (1) Business Day of receipt, any notice regarding the
occurrence or existence of any and all related Exchange Act Reportable Events
received from such Sub-Servicer (including with such notice the Exchange Act
Reportable Event Notification attached hereto as Exhibit U) to the Depositor and
the Trustee, and (z) the Master Servicer otherwise complies with Section
3.22(c). Each of the Trustee, Master Servicer and Special Servicer shall provide
such notice of any Exchange Act Reportable Event to the Trustee and the
Depositor (i) no later than five (5) calendar days after the next succeeding
Distribution Date with respect to any Exchange Act Reportable Event to be
disclosed on Form 10-D, (ii) on or prior to March 15 in any year in which the
Trustee will file a Form 10-K for the Trust with respect to any Exchange Act
Reportable Event to be disclosed on Form 10-K, and (iii) no later than Noon (New
York City time) on the 2nd Business Day after the occurrence of any Exchange Act
Reportable Event to be disclosed on Form 8-K; provided, that, unless (x) the
applicable Exchange Act Reportable Event relates to such party or (y) such party
has failed to monitor for any such particular event, condition, circumstance
and/or matter in accordance with the preceding sentence, then the Trustee, the
Master Servicer and the Special Servicer shall be obligated to provide notice of
any Exchange Act Reportable Event as set forth in clauses (i), (ii) and (iii)
above only to the extent a Servicing Officer or Responsible Officer, as
applicable, thereof has actual knowledge or has received notice of such Exchange
Act Reportable Event. Upon becoming aware of any Form 8-K Required Information,
the Trustee shall promptly notify the Depositor in writing that the filing of a
Current Report on Form 8-K may be required with respect to any of the events,
conditions, circumstances and/or matters that constitute such Form 8-K Required
Information and, further, shall consult with the Depositor regarding whether to
prepare and file a Current Report on Form 8-K under Section 8.15(a)(ii) above
with respect to such events, conditions, circumstances and/or matters and, if
prepared, the form and content of such filing (and the Trustee shall be entitled
to rely on a written direction of the Depositor with regard to whether to


                                      -336-




make and the form and content of such filing). For purposes of this paragraph,
provided that (x) the subject party has monitored for the particular event,
condition, circumstance and/or matter in accordance with the third preceding
sentence and (y) the applicable Exchange Act Reportable Event does not relate to
such party, none of the Trustee, the Master Servicer or the Special Servicer
shall be considered to be aware of any related Exchange Act Reportable Event,
and the Trustee shall not be considered to be aware of any Form 8-K Required
Information, Form 10-D Required Information or Form 10-K Required Information,
unless a Responsible Officer (in the case of the Trustee) or a Servicing Officer
(in the case of the Master Servicer or the Special Servicer) thereof has actual
knowledge. To the extent that the Master Servicer or Special Servicer has actual
knowledge thereof or is acting as the subject Outside Servicer, such servicer
shall provide notice to the Trustee and the Depositor of any event that (if the
Master Servicer has the subject actual knowledge or is acting as the subject
Outside Servicer) would constitute a Master Servicer Reportable Event in respect
of an Outside Master Servicer or any Outside Serviced Trust Mortgage Loan for
which such Outside Master Servicer is responsible or any event that (if the
Special Servicer has the subject actual knowledge or is acting as the subject
Outside Servicer) would constitute a Special Servicer Reportable Event in
respect of an Outside Special Servicer or any Outside Serviced Trust Mortgage
Loan or Outside Administered REO Property for which such Outside Special
Servicer is responsible; and, notwithstanding anything to the contrary contained
herein, except as may be required under Section 8.15(p) or this sentence, this
paragraph shall not otherwise relate to Outside Servicers, Outside Trust
Mortgage Loans and/or Outside Administered REO Properties.

          Upon reasonable request of the Depositor or the Trustee, each other
party hereto (including the Trustee, if the Depositor is the requesting party,
and the Depositor, if the Trustee is the requesting party) shall (and shall use
reasonable efforts to cause any Servicing Representative that is a Servicer
acting on its behalf hereunder or, solely in the case of the Trustee, any
Trustee Appointee, to) promptly provide to the requesting party any information
in its possession as is necessary or appropriate for the Depositor or the
Trustee, as applicable, to prepare fully and properly any Exchange Act Report
with respect to the Trust in accordance with the Securities Act, the Exchange
Act and the rules and regulations promulgated thereunder.

          If, during any Exchange Act Reporting Year, a new Master Servicer,
Special Servicer or Trustee is appointed, then such new Master Servicer, Special
Servicer or Trustee, as the case may be, shall in connection with its acceptance
of such appointment provide the Depositor and, in the case of a new Master
Servicer or Special Servicer, the Trustee with such information regarding
itself, its business and operations and its experience and practices regarding
the duties it is to perform under this Agreement, as is required to be reported
by the Depositor pursuant to Item 6.02 of Form 8-K. If, during any Exchange Act
Reporting Year, the Master Servicer, Special Servicer or Trustee appoints a
Servicing Representative that constitutes a Servicer contemplated by Item
1108(a)(2) of Regulation AB, then the Master Servicer, Special Servicer or
Trustee, as the case may be, shall cause such Servicing Representative, in
connection with its acceptance of such appointment, to provide the Depositor and
the Trustee with such information regarding itself, its business and operations
and its servicing experience and practices, as is required to be reported by the
Depositor pursuant to Item 6.02 of Form 8-K.

          Each of the Trustee, any Fiscal Agent, the Master Servicer and the
Special Servicer acknowledges and agrees that the information to be provided by
it (or by any Servicing Representative acting on its behalf hereunder or, solely
in the case of the Trustee, any Trustee Appointee) pursuant to or as
contemplated by this Section 8.15(b) is intended to be used in connection with
the preparation of Exchange Act Reports with respect to the Trust.


                                      -337-




          Upon notice that any Serviced Non-Trust Mortgage Loan has been
included in a Non-Trust Mortgage Loan Securitization Trust, then the Form 8-K
Required Information, Form 10-D Required Information and Form 10-K Required
Information required to be reported to the Depositor under this Section 8.15(b)
shall simultaneously be reported to the depositor and trustee in respect of such
Non-Trust Mortgage Loan Securitization Trust to the extent required for such
depositor and/or trustee to satisfy any Exchange Act reporting requirements in
respect of such Non-Trust Mortgage Loan Securitization Trust. Furthermore, if
any Non-Trust Mortgage Loan Securitization Trust containing a Serviced Non-Trust
Mortgage Loan is subject to Exchange Act reporting requirements for any fiscal
year of such trust that does not constitute an Exchange Act Reporting Year in
respect of the Trust, and if the Master Servicer, the Special Servicer and the
Trustee are so notified thereof, then each of the Master Servicer, the Special
Servicer and the Trustee shall report to the depositor and the trustee in
respect of such Non-Trust Mortgage Loan Securitization all Form 8-K Required
Information, Form 10-D Required Information and Form 10-K Required Information
that it would have, and at the same time that it would have, so reported thereto
in accordance with this Section 8.15(b) if it had been an Exchange Act Reporting
Year for the Trust, and shall provide such certifications as are reasonably
requested by the depositor and the trustee (addressed to such depositor and
trustee if applicable); provided, that if and to the extent any reports and/or
certifications required to be provided by the Master Servicer, the Special
Servicer and/or the Trustee pursuant to this sentence materially increase the
obligations of such party from those set forth under this Agreement (without
regard to this sentence), then such party shall be reimbursed by the depositor
for the reasonable costs of delivering such report and/or providing such
certification.

          (c) If as of the beginning of any fiscal year for the Trust (other
than the initial fiscal year for the Trust), the Registered Certificates are
held in the aggregate by less than 300 holders (which may consist of (x) in the
case of Registered Certificates held in definitive form, direct Holders of such
Definitive Certificates, and/or (y) in the case of Registered Certificates held
in book-entry form through the Depository, Depository Participants having
accounts with the Depository), the Trustee shall, in accordance with the
Exchange Act and the rules and regulations promulgated thereunder, prepare, sign
and timely file a Form 15 with respect to the Trust providing notice of
suspension of reporting requirements under the Exchange Act and shall post such
Form 15 to its internet website.

          If, at the beginning of any fiscal year for the Trust after the filing
of a Form 15, the number of holders of record of the Registered Certificates
exceeds the number set forth in Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto such that the Trust would again become
subject to the reporting requirements of the Exchange Act, then (i) such fiscal
year shall be deemed to be an Exchange Act Reporting Year for all purposes of
this agreement, (ii) the Trustee shall recommence preparing and filing reports
on Forms 10-K, 10-D and 8-K as required pursuant to this Section 8.15, (iii) the
Trustee shall notify each of the Master Servicer, the Special Servicer and the
Depositor that such fiscal year will be deemed to be an Exchange Act Reporting
Year and (iv) each of the Master Servicer, the Special Servicer and the Trustee
and any other Person specified herein shall again be subject to the monitoring,
reporting, delivery and notice requirements set forth herein regarding the
Depositor's compliance with Exchange Act reporting requirements; provided, that
(subject to the following paragraph) if the Trustee so recommences the preparing
and filing of Exchange Act Reports, then, as soon as and to the extent permitted
by the Exchange Act, the Master Servicer, the Special Servicer and the Trustee
may suspend their respective reporting obligations set forth herein regarding
the Depositor's compliance with Exchange Act reporting requirements and the
Trustee may file another Form 15.


                                      -338-




          Notwithstanding anything to the contrary herein (including the filing
of a Form 15), solely with respect to the Trust's fiscal year 2009, if the
Depositor sends a notice to the parties hereto to the effect that it has elected
to treat the Trust's fiscal year 2009 as an Exchange Act Reporting Year, then
(i) such fiscal year shall be deemed to be an Exchange Act Reporting Year for
all purposes of this agreement, (ii) if the Trustee has not already filed a Form
15, the Trustee shall not file a Form 15 with respect to the Trust's fiscal year
2009 or, if the Trustee has already filed a Form 15, the Trustee shall withdraw
such Form 15, (iii) the Trustee shall recommence or continue, as the case may
be, preparing and filing reports on Forms 10-K, 10-D and 8-K as required
pursuant to this Section 8.15 with respect to the Trust's fiscal year 2009 and,
if any Form 15 previously filed has been withdrawn, the Depositor, the Master
Servicer, the Special Servicer and any other applicable Person shall promptly
provide to the Trustee all information needed by the Trustee to prepare and file
any and all reports which would have been required under the Exchange Act had
such Form 15 not been filed, and (iv) each of the Depositor, the Master
Servicer, the Special Servicer and the Trustee and any other Person specified
herein shall again be subject to the monitoring, reporting, delivery and notice
requirements set forth herein regarding the Depositor's compliance with Exchange
Act reporting requirements with respect to the Trust's fiscal year 2009 until
such time as the Depositor notifies the Trustee, the Master Servicer, the
Special Servicer and any other applicable Person that such compliance is no
longer necessary.

          (d) As and to the extent required by the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification as complies in form and substance with the Sarbanes-Oxley Act
and the rules and regulations promulgated thereunder (such certification, the
"Sarbanes-Oxley Certification"; any party hereto whose officer is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, any
Sarbanes-Oxley Certification, a "Certifying Officer").

          (e) The Depositor shall be the Certifying Party with respect to a
Sarbanes-Oxley Certification filed as part of each Annual Report on Form 10-K
relating to the Trust. In connection with the filing of any Annual Report on
Form 10-K with respect to the Trust as contemplated by Section 8.15(a), the
Certifying Party shall, on or prior to March 15 of the applicable calendar year
in which the filing is to occur, cause its Certifying Officer to execute and
deliver to the Trustee, with respect to the Trust, for filing with such Annual
Report on Form 10-K, the Sarbanes-Oxley Certification that is to be included as
part of such Annual Report on Form 10-K.

          (f) No later than (i) 12:00 noon, New York City time, on the Business
Day prior to any filing of a Current Report on Form 8-K (other than an Initial
Current Report on Form 8-K) that is to be made with respect to the Trust as
contemplated by Section 8.15(a), (ii) March 20 of the applicable calendar year
in which the filing of any Annual Report on Form 10-K is to be made with respect
to the Trust as contemplated by Section 8.15(a), and (iii) two (2) Business Days
prior to any filing (or, in the case of a Form 10-D Distribution Report, any
filing deadline) of a Form 10-D Distribution Report or any other Subsequent
Exchange Act Report that is to be made with respect to the Trust as contemplated
by Section 8.15(a), the Trustee shall deliver a copy of such Exchange Act
Report, together with all exhibits thereto (to the extent received by the
Trustee), for review by the Depositor and the Special Servicer. Promptly upon
receipt of any such report and the accompanying exhibits, each of the Depositor
and the Special Servicer shall (and, if and to the extent applicable, shall
cause any Servicing Representative


                                      -339-




acting on its behalf hereunder to) promptly review such report and the
accompanying exhibits and notify the Trustee of any material misstatements or
omissions relating thereto that come to its attention, which material
misstatements or omissions the Trustee shall correct (with written evidence of
such correction to be sent to the Depositor and the Special Servicer) prior to
the filing of such report and the accompanying exhibits.

          (g) No later than March 20 of any year in which an Annual Report on
Form 10-K is to be filed with respect to the Trust, the Trustee shall cause a
Responsible Officer of the Trustee to execute and deliver to each Certifying
Party and Certifying Officer a certification (a "Trustee Backup Certification"),
which Trustee Backup Certification shall be in the form of Exhibit P attached
hereto. The Trustee shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Trustee Backup Certification for all
losses, liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Trustee Backup Certification, as well as any other losses, liabilities,
claims, damages, costs and expenses (including reasonable attorneys' fees and
expenses) incurred by such Certifying Party or Certifying Officer, as the case
may be, in connection with the execution and delivery of the subject
Sarbanes-Oxley Certification resulting from the negligence, bad faith or willful
misfeasance of the Trustee in connection with the performance by the Trustee of
its duties hereunder.

          (h) No later than March 20 of any year in which an Annual Report on
Form 10-K is to be filed with respect to the Trust, unless the Master Servicer
is to be the Certifying Party, the Master Servicer shall cause an authorized
officer of the Master Servicer to execute and deliver to each Certifying Party
and Certifying Officer a certification (a "Master Servicer Backup
Certification"), which Master Servicer Backup Certification shall be in the form
of Exhibit Q-1 attached hereto and shall cover all of the Trust Mortgage Loans
and REO Properties (including any Outside Serviced Trust Mortgage Loans and any
Outside Administered REO Properties, to the extent required in accordance with
Exhibit Q-1). In addition, within the time periods set forth in the related
Co-Lender Agreement (or, if no such time periods are set forth therein, by March
15 of any calendar year in which any Annual Report on Form 10-K is to be filed
with respect to the related securitization trust), the Master Servicer shall
execute and deliver to (and address to) the depositor, trustee and/or other
certifying party and certifying officer executing a Sarbanes-Oxley Certification
in connection with any public securitization of any Serviced Non-Trust Mortgage
Loan that either is a Pari Passu Non-Trust Mortgage Loan or has, as of the
Closing Date, an unpaid principal balance in excess of $20,000,000, a master
servicer backup certification covering such Serviced Non-Trust Mortgage Loan
(and that may be relied on by each such party to which it is delivered), which
master servicer backup certification shall be in the form of Exhibit Q-2
attached hereto and will cover only the subject Non-Trust Mortgage Loan. The
Master Servicer shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Master Servicer Backup Certification
for all losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) resulting from a breach of any
certification made in such Master Servicer Backup Certification, as well as any
other losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) incurred by such Certifying Party or
Certifying Officer, as the case may be, in connection with the execution and
delivery of the subject Sarbanes-Oxley Certification, in each case, resulting
from the negligence, bad faith or willful misfeasance of the Master Servicer in
connection with the performance by the Master Servicer of its duties hereunder.


                                      -340-




          (i) No later than March 20 of any year in which any Annual Report on
Form 10-K is to be filed with respect to the Trust, the Special Servicer shall
cause an authorized officer of the Special Servicer to execute and deliver to
each Certifying Party and Certifying Officer a certification (a "Special
Servicer Backup Certification"), which Special Servicer Backup Certification
shall be in the form of Exhibit R-1 attached hereto and shall cover all of the
Specially Serviced Trust Mortgage Loans and Administered REO Properties
(together with any Outside Serviced Trust Mortgage Loan that is then specially
serviced under the related Outside Servicing Agreement or any Outside
Administered REO Property, if the Special Servicer is, is an Affiliate of, or
receives a comparable certification relating thereto from, the related Outside
Special Servicer). In addition, within the time periods set forth in the related
Co-Lender Agreement (or, if no such time periods are set forth therein, by March
15 of any calendar year in which any Annual Report on Form 10-K is to be filed
with respect to the related securitization trust), the Special Servicer shall
execute and deliver to (and address to) the depositor, trustee and/or other
certifying party and certifying officer executing a Sarbanes-Oxley Certification
in connection with any public securitization of any Serviced Non-Trust Mortgage
Loan that is either a Pari Passu Non-Trust Mortgage Loan or has, as of the
Closing Date an unpaid principal balance in excess of $20,000,000, a special
servicer backup certification covering such Serviced Non-Trust Mortgage Loan
(and that may be relied on by each such party to which it is delivered), which
special servicer backup certification shall be in the form of Exhibit R-2
attached hereto and will cover only the subject Non-Trust Mortgage Loan. The
Special Servicer shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Special Servicer Backup Certification
for all losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) resulting from a breach of any
certification made in such Special Servicer Backup Certification, as well as any
other losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) incurred by such Certifying Party or
Certifying Officer, as the case may be, in connection with the execution and
delivery of the subject Sarbanes-Oxley Certification resulting from the
negligence, bad faith or willful misfeasance of the Special Servicer in
connection with the performance by the Special Servicer of its duties hereunder.

          (j) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Party or Certifying Officer in
connection with such Person's attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the Trust.

          (k) The Trustee hereby certifies that it intends to file any Annual
Report on Form 10-K with respect to the Trust for any particular fiscal year no
later than the last Business Day that is not more than 90 days following the end
of such fiscal year. The respective parties hereto shall deliver to the Trustee,
prior to March 15th of any year in which an Annual Report on Form 10-K is to be
filed with the Commission (unless another date is specified for such item in
this Agreement), any items required to be delivered by such party that are to be
an exhibit to such Annual Report on Form 10-K.

          (l) Prior to April 1 of the first year in which the Trustee has filed
a Form 15 with the Commission in accordance with this section, if at any time a
Servicing Representative retained or engaged by the Master Servicer, the Special
Servicer or the Trustee with respect to all or any portion of the Trust Fund
fails to deliver, if and to the extent applicable in accordance with Regulation
AB and this Agreement, any of the items set forth in the following clauses (i),
(ii) and/or (iii), then the Master Servicer, the Special Servicer or the
Trustee, as the case may be, shall deliver a written notice thereof to the
Depositor and shall promptly terminate all engagements with the subject
Servicing Representative


                                      -341-




relating to the Subject Securitization Transaction: (i) any Annual Statement of
Compliance contemplated by Item 1123 of Regulation AB, as and when provided
under Section 3.13; or (ii) any Annual Assessment Report contemplated by Item
1122 of Regulation AB, as and when provided under Section 3.14; or (iii) any
Annual Attestation Report contemplated by Item 1122 of Regulation AB (together
with, if required to be filed with the Commission under applicable law, the
consent of the applicable registered public accounting firm to file such
corresponding Annual Attestation Report with the Commission), as and when
provided under Section 3.14; provided that this provision shall not apply to the
initial Master Servicer and the subject matter of this sentence, insofar as it
relates to the initial Master Servicer, shall be covered by the Master Servicer
Indemnification Agreement. In addition, prior to April 1 of the first year in
which the Trustee has filed a Form 15 with the Commission in accordance with
this section, if at any time the Depositor delivers a written notice to the
Master Servicer, the Special Servicer or the Trustee stating that any Servicing
Representative retained or engaged thereby has defaulted on its obligation to
deliver, (i) if and to the extent applicable in accordance with Regulation AB
and this Agreement, any of the items set forth in clauses (i), (ii) and/or (iii)
of the preceding sentence, as and when provided under this Agreement, or (ii) if
and to the extent applicable in accordance with Regulation AB and another
pooling and servicing agreement to which the Depositor is a party, any of the
items similar to those set forth in clauses (i), (ii) and/or (iii) of the
preceding sentence, as and when provided under such other pooling and servicing
agreement, then the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall promptly terminate all engagements with the subject Servicing
Representative relating to the Subject Securitization Transaction; provided that
this provision shall not apply to the initial Master Servicer and the subject
matter of this sentence, insofar as it relates to the initial Master Servicer,
shall be covered by the Master Servicer Indemnification Agreement.

          (m) Each of the Master Servicer, the Special Servicer and the Trustee
shall indemnify the Depositor, LBHI and Lehman Brothers for, and hold the
Depositor, LBHI and Lehman Brothers harmless from and against, any and all
losses, liabilities, claims, damages, costs and expenses whatsoever, as
incurred, arising out of or based upon the failure of the Master Servicer, the
Special Servicer or the Trustee, as the case may be, or any Servicing
Representative thereof (exclusive of a Sub-Servicer identified on Exhibit K-1
hereto, insofar as such Sub-Servicer does not service any Mortgage Loans other
than those identified by the Depositor on the Closing Date), to deliver or cause
to be delivered to the Trustee, the Depositor and each affected Serviced
Non-Trust Mortgage Loan Noteholder (which shall relate to a Specially Designated
Securitized Non-Trust Mortgage Loan), with respect to any Exchange Act Reporting
Year, as and when required or contemplated by Section 3.13 and/or Section 3.14:
(i) any Annual Statement of Compliance; (ii) any Annual Assessment Report;
and/or (iii) any Annual Attestation Report (together with, if required to be
filed with the Commission under applicable law, the accountants' consent
authorizing the filing thereof with the Commission).

          (n) In the event the parties to this Agreement desire to further
clarify or amend any provision of this Section 8.15, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Section 8.15 pursuant to Section 11.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder; provided
that no such amendment shall diminish the filing requirements under this Section
8.15 on the part of the parties to this Agreement, as a collective whole, in
contravention of applicable law.


                                      -342-




          (o) With respect to any notice required to be delivered by the Trustee
to the Depositor pursuant to this Section 8.15 or Sections 3.13 or 3.14, the
Trustee may deliver such notice, notwithstanding any contrary provision in
Section 11.05, by telephone call made to Dave Nass at 212-526-8829 and Tricia
Hall at 212-526-5850, in which event the Trustee shall also deliver the same
notice by either facsimile to Dave Nass at 646-758-5376 and Tricia Hall at
646-758-3550 or via email to dnass@lehman.com and thall@lehman.com.

          (p) If any party hereunder is also acting as an Outside Servicer or an
Outside Trustee with respect to an Outside Serviced Trust Mortgage Loan or
Outside Administered REO Property, or is otherwise a party to an Outside
Servicing Agreement that would constitute a Servicer, during any portion of an
Exchange Act Reporting Year in respect of the Trust, then: (i) such party
hereunder is (in such other capacity) hereby notified, and acknowledges, that
the Subject Securitization Transaction is subject to Regulation AB and the Trust
is subject to Exchange Act reporting; and (ii) such party hereunder shall, in
its capacity as such Outside Servicer, Outside Trustee or other party to an
Outside Servicing Agreement, comply with the provisions of Sections 8.15(b),
8.15(h), 8.15(i), 8.15(j) and Section 8.15(m) applicable to the Master Servicer
(if the subject party is also acting as an Outside Master Servicer), the Special
Servicer (if the subject party is also acting as an Outside Special Servicer) or
the Trustee (if the subject party is also acting as an Outside Trustee or is
acting as a custodian or certificate administrator or another Servicer under the
Outside Servicing Agreement), as applicable, but reflecting that such Outside
Serviced Trust Mortgage Loan or such Outside Administered REO Property is being
serviced and administered under the related Outside Servicing Agreement. The
Trustee shall provide a notice in the form of Exhibit S to each other Outside
Servicer, other Outside Trustee and other party to an Outside Servicing
Agreement that would constitute a Servicer that the Subject Securitization
Transaction is subject to Regulation AB and the Trust is subject to Exchange Act
reporting.

          (q) The Master Servicer, if it receives from the Mortgagor the subject
financial statements, shall forward electronically, within one (1) Business Day
of receipt thereof, to all of the respective email addresses for the parties set
forth on the Schedule of Significant Obligor Financial Statement Recipients
attached as Schedule XI hereto, any updated financial statements with respect to
any Significant Obligor covering any period during or preceding any Exchange Act
Reporting Year. The Special Servicer, if it receives from the Mortgagor the
subject financial statements, shall forward electronically, to the extent
received in the last two (2) Business Days of the end of the current Collection
Period, within one (1) Business Day of receipt thereof, and to the extent
received prior to the last two (2) Business Days of the end of the current
Collection Period, within three (3) Business Days of receipt thereof, to all of
the respective email addresses for the parties set forth on the Schedule of
Significant Obligor Financial Statement Recipients attached as Schedule XI
hereto, any updated financial statements with respect to any Significant Obligor
relating to a Specially Serviced Mortgage Loan and covering any period during or
preceding any Exchange Act Reporting Year.

          (r) The Master Servicer, with respect to Serviced Mortgage Loans,
shall forward electronically, within seven (7) Business Days of receipt of
financial statements with respect to any Significant Obligor covering any period
during or preceding any Exchange Act Reporting Year, an updated CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report with respect
to the related Mortgaged Properties, covering each period covered by such
financial statements that is required to be reported on the related Form 10-D or
Form 10-K, as the case may be, following the period for which financial
information required under Regulation AB was previously reported and filed with
Commission for the subject Significant Obligor, and taking into account the
information in such


                                      -343-




updated financial statements; provided, that such CMSA NOI Adjustment Worksheet
and CMSA Operating Statement Analysis Report shall together set forth, without
limitation and in addition to any other information required to be provided
thereunder, the updated "net operating income" figure as calculated in
accordance with the Servicing Standard and CMSA standards; provided, that
notwithstanding anything to the contrary in Section 8.15(q) or (r), the Master
Servicer shall not be required to deliver any of the items set forth in Section
8.15(q) or (r) subsequent to the filing of the final Form 10-K with respect to
the Trust. In connection with any financial information regarding a Significant
Obligor required to be delivered to the Trustee in accordance with Section
8.15(r) and (q), the Depositor shall provide any information regarding such
Significant Obligor that is, under Regulation S-K of the Securities Act, to be
included by the Trustee in the related Form 10-D or Form 10-K, as applicable. In
no event shall the Trustee be required to attach to such Form 10-D or Form 10-K
any related CMSA NOI Adjustment Worksheet or CMSA Operating Statement Analysis
Report.

          (s) In connection with its obligations under Sections 8.15(q) and (r),
the Master Servicer shall forward electronically, no later than ten (10)
Business Days following the later of (i) the Closing Date and (ii) the date on
which the Master Servicer has received the related loan agreement (or such other
document contained in the related Mortgage File that sets forth the Mortgagor's
or other Significant Obligor's obligation to deliver required financial
information with respect to a Significant Obligor) (provided, that the Master
Servicer shall notify the Depositor and the Trustee if it hasn't received the
documents under this clause (ii) within four (4) Business Days of the Closing
Date), to the Depositor, the Trustee and all of the respective email addresses
for the parties set forth on the Schedule of Significant Obligor Financial
Statement Recipients attached as Schedule XI hereto a spreadsheet, substantially
in the form of Schedule XVI hereto, identifying, among other things, each
Significant Obligor and the requisite financial statements required to be
delivered pursuant to the related loan documents (and, with respect to the Chevy
Chase Center Trust Mortgage Loan, pursuant to a Master Servicer request as set
forth in the following paragraph) and the date of required delivery thereof,
with respect to each financial reporting period during or preceding any Exchange
Act Reporting Year. The Master Servicer must coordinate with the Depositor to
assure that such spreadsheet is accurate no later than one (1) month after the
later of (x) the Closing Date and (y) the date set forth in the immediately
preceding clause (ii). Pursuant to Section 2.01(b) hereof, the Master Servicer
has requested, and the Trustee shall promptly (but no later than three (3)
Business Days following the Closing Date) deliver, to the extent in its
possession, any documents constituting the Mortgage File related to each
Significant Obligor.

          With respect to the Chevy Chase Center Trust Mortgage Loan, the
related Significant Obligors do not have the affirmative obligations to deliver
financial statements to the lender by a specific date. However, pursuant to
Section 10.1 of the Chevy Chase Center IDOT and Section 18(c) of the Chevy Chase
Center IDOT Guaranty Agreement, the Chevy Chase Center Guarantor is required to
deliver or cause to be delivered financial information with respect to the Chevy
Chase Center Guarantor, the Chevy Chase Center Mortgaged Property and the
related Mortgagor under the Chevy Chase Center Trust Mortgage Loan. Forty-five
(45) calendar days following the beginning of each calendar quarter and
forty-five (45) calendar days preceding the end of each fiscal year (or, if such
day is not a Business Day, then the preceding Business Day), in each year that
is an Exchange Act Reporting Year, the Master Servicer is required to provide
written notice substantially in the form attached hereto as Exhibit X to the
Chevy Chase Center Guarantor and the related Mortgagor setting forth a request
for delivery (referencing the foregoing sections of the Chevy Chase Center IDOT
and the Chevy Chase Center IDOT


                                      -344-




Guaranty Agreement) of specified financial information (to be identified by the
Master Servicer in such notice) relating to the Chevy Chase Center Guarantor,
the Chevy Chase Center Mortgaged Property and the related Mortgagor under the
Chevy Chase Center Trust Mortgage Loan as is required to be included in Form
10-D or Form 10-K, as applicable, covering each applicable period during or
preceding the subject Exchange Act Reporting Year, and directing that such
information is due and is to be delivered to the Master Servicer no later than
forty-five (45) calendar days following the end of such calendar quarter or
fiscal year, as applicable. On the last day of each calendar quarter and fiscal
year in each year that is an Exchange Act Reporting Year (or, if such day is not
a Business Day, then the preceding Business Day), the Master Servicer shall
provide a second written notice to the Chevy Chase Center Guarantor and the
related Mortgagor restating its obligation to deliver such financial information
set forth in the preceding sentence. As set forth in the following paragraph,
the Master Servicer shall be obligated to provide an Officer's Certificate if
and to the extent it does not receive the financial information requested in
accordance with the preceding two sentences. In addition to the foregoing, with
respect to the Chevy Chase Center Trust Mortgage Loan, in each year that is not
an Exchange Act Reporting Year, the Master Servicer shall provide written notice
substantially in the form attached hereto as Exhibit X to the related Mortgagor
setting forth a request for delivery of specified financial statements relating
to the Chevy Chase Center Trust Mortgage Loan, in form and substance and
covering each applicable period as would be required in accordance with the
Servicing Standard, and directing that such information is to be delivered to
the Master Servicer no later than forty-five (45) calendar days following the
end of such period; provided that in no event shall the Master Servicer request
less than semi-annual certified and annual audited financial statements relating
to the Chevy Chase Center Trust Mortgage Loan for such non-Exchange Act
Reporting Year.

          The Master Servicer shall use efforts consistent with the Servicing
Standard (taking into account the ongoing reporting obligations of the Depositor
under the Exchange Act and Regulation AB) to obtain the periodic financial
information from each Significant Obligor by the delivery deadlines set forth in
the related loan documents (or, with respect to the Chevy Chase Center Trust
Mortgage Loan, set forth in the written request delivered in accordance with the
preceding paragraph). The Master Servicer, if and to the extent it does not so
receive from the related Mortgagor (or the Chevy Chase Center Guarantor, as
applicable) any updated financial statements with respect to any Significant
Obligor, which financial statements would cover any period during or preceding
any Exchange Act Reporting Year and are required to be delivered pursuant to the
terms of the related loan documents (or, with respect to the Chevy Chase Center
Trust Mortgage Loan, pursuant to a written request delivered in accordance with
the preceding paragraph), shall complete and deliver within two (2) Business
Day(s) of the date such financial information was required to be delivered, to
the Depositor, the Trustee and all of the respective email addresses for the
parties set forth on the Schedule of Significant Obligor Financial Statement
Recipients attached as Schedule XI hereto, an Officer's Certificate setting
forth the Master Servicer's failure to receive such financial statements as well
as a description of the Master Servicer's collection efforts related thereto.
The Master Servicer shall retain, and deliver to the Depositor upon request,
written evidence of its attempts to procure the aforementioned financial
information.

          (t) Notwithstanding anything to the contrary contained herein, if any
party is required to deliver any report, statement, certification or other
document or information to a Serviced Non-Trust Mortgage Loan Noteholder,
pursuant to Section 3.13, 3.14 and/or 8.15, and if the related Non-Trust
Mortgage Loan has been securitized, then such party shall instead deliver such
report, statement, certification or other document or information to the trustee
and depositor for such securitization;


                                      -345-




provided that such party shall have received reasonable prior written notice of
the identity of such trustee and depositor as required by Section 3.29.

          SECTION 8.16. Representations and Warranties of Trustee.

          (a) The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

               (i) The Trustee is a national banking association duly organized,
     validly existing and in good standing under the laws of the United States
     of America.

               (ii) The execution and delivery of this Agreement by the Trustee,
     and the performance and compliance with the terms of this Agreement by the
     Trustee, will not violate the Trustee's organizational documents or
     constitute a default (or an event which, with notice or lapse of time, or
     both, would constitute a default) under, or result in the breach of, any
     material agreement or other instrument to which it is a party or which is
     applicable to it or any of its assets.

               (iii) Except to the extent that the laws of certain jurisdictions
     in which any part of the Trust Fund may be located require that a
     co-trustee or separate trustee be appointed to act with respect to such
     property as contemplated by Section 8.10, the Trustee has the full power
     and authority to enter into and consummate all transactions contemplated by
     this Agreement, has duly authorized the execution, delivery and performance
     of this Agreement, and has duly executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of the Trustee, enforceable against the Trustee in
     accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, moratorium and other laws affecting the
     enforcement of creditors' rights generally, and (B) general principles of
     equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

               (v) The Trustee is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement, including, but not limited to, its responsibility
     to make P&I Advances if the Master Servicer fails to make a P&I Advance,
     will not constitute a violation of, any law, any order or decree of any
     court or arbiter, or any order, regulation or demand of any federal, state
     or local governmental or regulatory authority, which violation, in the
     Trustee's good faith and reasonable judgment, is likely to affect
     materially and adversely either the ability of the Trustee to perform its
     obligations under this Agreement or the financial condition of the Trustee.

               (vi) No litigation is pending or, to the best of the Trustee's
     knowledge, threatened against the Trustee that, if determined adversely to
     the Trustee, would prohibit the Trustee from entering into this Agreement
     or, in the Trustee's good faith and reasonable judgment, is likely to
     materially and adversely affect either the ability of the Trustee to
     perform its obligations under this Agreement or the financial condition of
     the Trustee.


                                      -346-




               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required for the execution, delivery and
     performance by the Trustee of or compliance by the Trustee with this
     Agreement, or the consummation of the transactions contemplated by this
     Agreement, has been obtained and is effective, except where the lack of
     consent, approval, authorization or order would not have a material adverse
     effect on the performance by the Trustee under this Agreement.

               (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

               (ix) The Trustee is, with respect to each Combination Trust
     Mortgage Loan, an entity permitted under the related Co-Lender Agreement to
     be a transferee and holder of such Trust Mortgage Loan.

          (b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

          (c) Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

          SECTION 8.17. Appointment of a Fiscal Agent.

          (a) In order to satisfy the eligibility requirements of Section 8.06
(insofar as such requirements relate to ratings), the Trustee may appoint a
Fiscal Agent. Any Fiscal Agent shall at all times maintain a long-term unsecured
debt rating of no less than "AA-" from S&P (or "A+" from S&P, if such Fiscal
Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3"
from Moody's (or, in the case of either Rating Agency, such other rating as
shall not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency, as confirmed in writing by such Rating
Agency).

          (b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, any
Fiscal Agent appointed by the Trustee shall make such Advance as and when
required by the terms of this Agreement on behalf the Trustee as if such Fiscal
Agent were the Trustee hereunder. To the extent that a Fiscal Agent makes an
Advance pursuant to this Section 8.17(b) or otherwise pursuant to this
Agreement, the obligations of the Trustee under this Agreement in respect of
such Advance shall be satisfied.

          (c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities that the Trustee is entitled to
hereunder as if it were the Trustee, except that all fees and expenses of any
Fiscal Agent (other than any interest owed to such Fiscal Agent in respect of
unreimbursed Advances) incurred


                                      -347-




by such Fiscal Agent in connection with the transactions contemplated by this
Agreement shall be borne by the Trustee, and neither the Trustee nor such Fiscal
Agent shall be entitled to reimbursement therefor from any of the Trust Fund,
the Depositor, the Master Servicer or the Special Servicer.

          (d) The obligations of a Fiscal Agent set forth in this Section 8.17
or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it shall act as Trustee hereunder. A Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that a Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent shall belong to the successor Trustee, and which
appointment the successor Trustee shall use its best efforts to make, insofar as
such appointment is necessary for such successor Trustee to satisfy the
eligibility requirements of Section 8.06). Any successor fiscal agent so
appointed shall be required to execute and deliver to the other parties hereto a
written agreement to assume and perform the duties of a Fiscal Agent set forth
in this Agreement; provided that no such successor shall become Fiscal Agent
hereunder unless either (i) it satisfies the rating requirements of Section
8.17(a) or (ii) the Trustee shall have received written confirmation from each
Rating Agency that the succession of such proposed successor fiscal agent would
not, in and of itself, result in an Adverse Rating Event with respect to any
Class of Certificates.

          (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of any Fiscal Agent.

          SECTION 8.18. Representations and Warranties of Fiscal Agent.

          (a) Any Fiscal Agent shall hereby represent and warrant to each of the
other parties hereto and for the benefit of the Certificateholders and the
Serviced Non-Trust Mortgage Loan Noteholders, as of the date of its appointment,
that:

               (i) Such Fiscal Agent is a legal entity duly organized, validly
     existing and in good standing under the laws of the jurisdiction of its
     organization.

               (ii) The execution and delivery of this Agreement by such Fiscal
     Agent, and the performance and compliance with the terms of this Agreement
     by such Fiscal Agent, will not violate such Fiscal Agent's organizational
     documents or constitute a default (or an event which, with notice or lapse
     of time, or both, would constitute a default) under, or result in a
     material breach of, any material agreement or other instrument to which it
     is a party or by which it is bound.

               (iii) Such Fiscal Agent has the full power and authority to enter
     into and consummate all transactions contemplated by this Agreement, has
     duly authorized the execution, delivery and performance of this Agreement,
     and has duly executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of such Fiscal Agent, enforceable against such Fiscal
     Agent in accordance with the terms hereof, subject to


                                      -348-




     (A) applicable bankruptcy, insolvency, reorganization, moratorium and other
     laws affecting the enforcement of creditors' rights generally, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

               (v) Such Fiscal Agent is not in violation of, and its execution
     and delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in such Fiscal Agent's good faith and reasonable judgment, is
     likely to affect materially and adversely either the ability of such Fiscal
     Agent to perform its obligations under this Agreement or the financial
     condition of such Fiscal Agent.

               (vi) No litigation is pending or, to the best of such Fiscal
     Agent's knowledge, threatened against such Fiscal Agent that, if determined
     adversely to such Fiscal Agent, would prohibit such Fiscal Agent from
     entering into this Agreement or, in such Fiscal Agent's good faith and
     reasonable judgment, is likely to materially and adversely affect either
     the ability of such Fiscal Agent to perform its obligations under this
     Agreement or the financial condition of such Fiscal Agent.

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required for the execution, delivery and
     performance by such Fiscal Agent of or compliance by such Fiscal Agent with
     this Agreement, or the consummation of the transactions contemplated by
     this Agreement, has been obtained and is effective, except where the lack
     of consent, approval, authorization or order would not have a material
     adverse effect on the performance by such Fiscal Agent under this
     Agreement.

          (b) The representations and warranties of any Fiscal Agent set forth
in Section 8.18(a) shall survive its appointment as such under this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.


                                      -349-




                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
                        Mortgage Loans.

          (a) Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, any Fiscal Agent and the Trustee (other
than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Special Servicer, any Controlling Class Certificateholder, the Master Servicer,
the Depositor or Lehman Brothers of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to (1) the sum (x) of the
aggregate Purchase Price of all the Trust Mortgage Loans and (y) the aggregate
Appraised Values of any REO Properties then included in the Trust Fund, minus
(2) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
interest accrued and payable to such Person in respect of unreimbursed Advances
in accordance with Section 3.11(g) and, in the case of the Master Servicer,
Section 4.03(d), and any unpaid servicing compensation remaining outstanding and
payable thereto (which items shall be deemed to have been paid or reimbursed to
the Master Servicer or the Special Servicer, as the case may be, in connection
with such purchase), (B) the exchange by all the Certificateholders of all the
Certificates for all the Trust Mortgage Loans and each REO Property remaining in
the Trust Fund in the manner set forth below in this Section 9.01 and (C) the
final payment or other liquidation (or any advance with respect thereto) of the
last Trust Mortgage Loan or REO Property remaining in the Trust Fund; and (ii)
to the Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer and
the members, managers, officers, directors, employees and/or agents of each of
them of all amounts which may have become due and owing to any of them
hereunder; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

          Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-AB, Class A-2, Class A-2FL, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates is
reduced to zero, all the remaining Certificateholders, acting together (each
having agreed in writing to so act, a copy of which writing shall be delivered
to the Trustee), shall have the right, with the consent of the Master Servicer,
to exchange all of the Certificates for all of the Trust Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (i)(B) of the
first paragraph of this Section 9.01(a), by giving written notice to all the
parties hereto and the Non-Trust Mortgage Loan Noteholders no later than 60 days
prior to the anticipated date of exchange; provided, that no such exchange may
occur if any of the remaining REO Properties relates to a Serviced Loan
Combination; and provided, further, that all such remaining Certificateholders
shall pay or cause to be paid all costs and expenses incurred by the Depositor
in connection with such exchange. In the event that all the Certificateholders
elect (as evidenced by a writing signed by each Certificateholder and delivered
to the Trustee) to exchange all of the Certificates for all of the Trust
Mortgage Loans and,


                                      -350-




subject to the proviso to the preceding sentence, each REO Property remaining in
the Trust Fund, the Certificateholders, not later than the fifth Business Day
preceding the Distribution Date on which the final distribution on the
Certificates is to occur, shall (i) deposit in the applicable Custodial Account
an amount in immediately available funds equal to all amounts then due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent pursuant to Section 3.05(a) or Section 3.05A, as applicable, or
that may be withdrawn from the Collection Account pursuant to Section 3.05(b),
but only to the extent that such amounts are not already on deposit in such
Custodial Account and (ii) pay to the Trustee an amount, in immediately
available funds, equal to $5,000.00. In addition, on the Trust Master Servicer
Remittance Date immediately preceding the Final Distribution Date, the Master
Servicer shall transfer to the Collection Account all amounts required to be
transferred thereto on such Trust Master Servicer Remittance Date from the Pool
Custodial Account pursuant to the first paragraph of Section 3.04(b), together
with any other amounts on deposit in the Pool Custodial Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made and following the surrender of all the Certificates on
the Final Distribution Date, the Trustee shall release or cause to be released
to a designee of all the Certificateholders (each Certificateholder having
agreed to such designation in a writing delivered to the Trustee), the Mortgage
Files for the remaining Trust Mortgage Loans and REO Properties and shall
execute all assignments, endorsements and other instruments furnished to it by
the Certificateholders as shall be necessary to effectuate transfer of the Trust
Mortgage Loans and REO Properties remaining in the Trust Fund; provided that, if
any Trust Mortgage Loan exchanged pursuant to this Section 9.01 is part of a
Loan Combination, then the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.25. Any transfer of Trust Mortgage Loans pursuant to
this paragraph, except in the case of the Outside Serviced Trust Mortgage Loans,
shall be on a servicing-released basis.

          Each of any Controlling Class Certificateholder (with priority among
such Holders being given to the Holder of Certificates representing the greatest
Percentage Interest in the Controlling Class), the Special Servicer, the Master
Servicer, the Depositor or Lehman Brothers, in that order of priority (with the
Controlling Class Certificateholder having the most senior priority), may at its
option elect to purchase all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i)(A) of the first
paragraph of this Section 9.01(a) by giving written notice to the other parties
hereto no later than 60 days prior to the anticipated date of purchase;
provided, however, that (i) the aggregate Stated Principal Balance of the
Mortgage Pool at the time of such election is less than 1.0% of the initial
aggregate Certificate Principal Balance of all of the Principal Balance
Certificates, and (ii) no such Person shall have the right to effect such a
purchase if, within 30 days following its delivery of a notice of election
pursuant to this paragraph, any other such Person with a higher priority shall
give notice of its election to purchase all of the Trust Mortgage Loans and each
REO Property remaining in the Trust Fund and shall thereafter effect such
purchase in accordance with the terms hereof. If the Trust Fund is to be
terminated in connection with the Special Servicer's, a Controlling Class
Certificateholder's, the Master Servicer's, the Depositor's or Lehman Brothers'
purchase of all of the Trust Mortgage Loans and each REO Property remaining in
the Trust Fund, then the Special Servicer, a Controlling Class
Certificateholder, the Master Servicer, the Depositor or Lehman Brothers, as
applicable, not later than the fifth Business Day preceding the Distribution
Date on which the final distribution on the Certificates is to occur, shall: (x)
deposit, or deliver to the Master Servicer for deposit, in the Pool Custodial
Account an amount in immediately available funds equal to the above-described
purchase price (provided, however, that if any REO Property relating to a
Serviced Loan Combination is being purchased pursuant to the foregoing, the
portion of the above-described


                                      -351-




purchase price allocable to such REO Property shall initially be deposited into
the related Loan Combination Custodial Account); and (y) deliver to the Trustee
an Opinion of Counsel, at the expense of the party effecting the purchase,
stating that the termination of the Trust satisfies the requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder. In addition, on the Trust Master Servicer Remittance Date
immediately preceding the Final Distribution Date, the Master Servicer shall
transfer to the Collection Account all amounts required to be transferred
thereto on such Trust Master Servicer Remittance Date from the Pool Custodial
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Pool Custodial Account that would otherwise be
held for future distribution. Upon confirmation that such final deposits have
been made, the Trustee shall release or cause to be released to the Special
Servicer, the purchasing Controlling Class Certificateholder, the Master
Servicer, the Depositor or Lehman Brothers, as applicable, the Mortgage Files
for the remaining Trust Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Special Servicer, the
purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers, as applicable, as shall be necessary to effectuate
transfer of the Trust Mortgage Loans and REO Properties to the Special Servicer,
the purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers (or their respective designees), as applicable;
provided that, if any Trust Mortgage Loan purchased pursuant to this Section
9.01 is a Serviced Combination Trust Mortgage Loan, then the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25. Any
transfer of Trust Mortgage Loans pursuant to this paragraph, except in the case
of the Outside Serviced Trust Mortgage Loans, shall be on a servicing-released
basis.

          Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Non-Trust Mortgage Loan Noteholders mailed
(i) if such notice is given in connection with the Special Servicer's, a
Controlling Class Certificateholder's, the Master Servicer's, the Depositor's or
Lehman Brothers' purchase of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (ii) otherwise during the month of such final distribution
on or before the eighth day of such month, in each case specifying (A) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

          Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account, the Class A-2FL Floating Rate Account and/or
the Loss of Value Reserve Fund that are, in accordance with Section 4.01,
allocable to payments on the Class of Certificates so presented and surrendered.

          Any funds not distributed to any Holder or Holders of Certificates of
any Class on the Final Distribution Date because of the failure of such Holder
or Holders to tender their Certificates shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the


                                      -352-




appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject hereto.

          SECTION 9.02. Additional Termination Requirements.

          (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases, or
there is an exchange of all the Certificates for, all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund as provided in Section
9.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be
terminated in accordance with the following additional requirements, unless the
Person or group of Persons effecting such purchase or exchange obtains at its
own expense and delivers to the Trustee and the Tax Administrator, an Opinion of
Counsel, addressed to the Trustee and the Tax Administrator, to the effect that
the failure of the Trust Fund to comply with the requirements of this Section
9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust
Event:

               (i) the Tax Administrator shall specify the first day in the
     90-day liquidation period in a statement attached to the final Tax Return
     for each REMIC Pool pursuant to Treasury regulations section 1.860F-1 and
     shall satisfy all requirements of a qualified liquidation under Section
     860F of the Code and any regulations thereunder as set forth in the Opinion
     of Counsel obtained pursuant to Section 9.01 from the Person or group of
     Persons effecting the purchase of, or exchange of all the Certificates for,
     all the Trust Mortgage Loans and REO Properties remaining in the Trust
     Fund;

               (ii) during such 90-day liquidation period and at or prior to the
     time of making of the final payment on the Certificates, the Trustee shall
     sell or exchange, as applicable, all of the assets of REMIC I and each Loan
     REMIC, if any, to the appropriate Person(s) for cash or the Certificates,
     as applicable; and

               (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet
     claims), and each REMIC Pool shall terminate at that time.

          In addition, the foregoing requirements of this Section 9.02 shall
apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust
Mortgage Loan and liquidation of any related Loan REMIC if the defeasance
proceeds are less than the Purchase Price of such Early Defeasance Trust


                                      -353-




Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to
defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender
other collateral that does not constitute a cash amount equal to or greater than
the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the
circumstances described in Sections 2.03(i) and 2.03(j).

          (b) In the event the Trust Fund is to be terminated while the Class
A-2FL Swap Agreement is still in effect, the Trustee shall promptly notify the
Class A-2FL Swap Counterparty in writing of the date on which the Trust Fund is
to be terminated and that the notional amount of the Class A-2FL Swap Agreement
will be reduced to zero on such date. Based on the date of termination, the
Trustee, prior to any final distributions to the Holders of the Class A-2FL
Certificates pursuant to Section 4.01, shall remit payments to the Class A-2FL
Swap Counterparty in accordance with Section 3.29 of this Agreement.

          (c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.

          SECTION 9.03. Outside Administered REO Properties.

          References to "REO Property" and "REO Properties" in Sections 9.01 and
9.02 shall be deemed to include the Trust's rights with respect to any Outside
Administered REO Property included in the Trust Fund, and such rights shall be
taken into account in calculating the purchase price payable under Section 9.01
for the purchase of assets out of the Trust Fund.


                                      -354-




                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

          SECTION 10.01. REMIC Administration.

          (a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

          (b) The REMIC I Regular Interests, the REMIC II Regular Interests and
the Regular Interest Certificates and the Class A-2FL REMIC III Regular Interest
(or, in the case of the Class X Certificates, each of the Class X REMIC III
Components) are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III,
respectively. The Class R-I Certificates, the Class R-II Certificates and the
Class R-III Certificates are hereby designated as the single class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I,
REMIC II and REMIC III, respectively. Subject to Section 2.06(b), the related
Loan REMIC Regular Interest is hereby designated as a "regular interest" (within
the meaning of Section 860G(a)(1) of the Code), and the Class R-LR Certificates
will evidence the single class of "residual interests" (within the meaning of
Section 860G(a)(2) of the Code), in each Loan REMIC. None of the Master
Servicer, the Special Servicer or the Trustee shall (to the extent within its
control) permit the creation of any other "interests" in any REMIC Pool (within
the meaning of Treasury regulations section 1.860D-1(b)(1)).

          (c) The Closing Date is hereby designated as the "startup day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

          (d) The related Plurality Residual Interest Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each REMIC Pool, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

          (e) For purposes of Treasury regulations section 1.860G-1(a)(4)(iii),
the related Legal Final Distribution Date for each Loan REMIC Regular Interest
(if any), each REMIC I Regular Interest, each REMIC II Regular Interest, each
Class of Regular Interest Certificates (or, in the case of the Class X
Certificates, each Class X REMIC III Component), and the Class A-2FL REMIC III
Regular Interest is designated in the Preliminary Statement hereto.

          (f) Except as otherwise provided in Section 3.17(a) and subsections
(i) and (j) below, the Tax Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to each REMIC Pool (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund


                                      -355-




that involve the IRS or state tax authorities which extraordinary expenses shall
be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of any Grantor Trust Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

          (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten (10) days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

          (h) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.
The parties also intend that the portion of the Trust Fund consisting of the
Loss of Value Reserve Fund shall constitute, and the affairs of such portion of
the Trust Fund shall be conducted so as to qualify as, an "outside reserve fund"
within the meaning of Treasury regulations section 1.860G-2(h) and the
provisions hereof shall be interpreted consistently with this intention.

          (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event, unless the Tax
Administrator has obtained or received an Opinion of Counsel (at the expense of
the party requesting such action or at the expense of the Trust Fund if the Tax
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event.
None of the other parties hereto shall take


                                      -356-




any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse REMIC Event or an Adverse Grantor Trust Event could result from such
action or failure to act. In addition, prior to taking any action with respect
to any REMIC Pool, or causing any REMIC Pool to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the Tax Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event or an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund or the Trustee. At all
times as may be required by the Code, the Tax Administrator shall make
reasonable efforts to ensure that substantially all of the assets of each REMIC
Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

          (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Trust Mortgage Loans did not, at the time of their
transfer to REMIC I or any related Loan REMIC, as applicable, constitute a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code; or (vi) the
Trust Fund, excluding any portion thereof constituting Grantor Trust Assets, in
all other instances. Any tax permitted to be incurred by the Special Servicer
pursuant to Section 3.17(a) shall be charged to and paid by the Trust Fund
(exclusive of any Grantor Trust Assets). Any such amounts payable by the Trust
Fund shall be paid by the Trustee upon the written direction of the Tax
Administrator out of amounts on deposit in the Collection Account in reduction
of the Available Distribution Amount pursuant to Section 3.05(b).

          (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

          (l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or the Trustee) to the effect that the inclusion of
such assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to
qualify as a REMIC at any time that


                                      -357-




any Certificates are outstanding; or (ii) the imposition of any tax on such
REMIC Pool under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

          (m) None of the Trustee, the Master Servicer and the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Trust Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Trust Mortgage Loan, including, but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed in lieu of foreclosure, (B)
the bankruptcy of any REMIC Pool, (C) the termination of any REMIC Pool pursuant
to Article IX of this Agreement, or (D) a purchase of Trust Mortgage Loans
pursuant to or as contemplated by Article II or III of this Agreement); (ii) the
sale or disposition of any investments in the Collection Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account, any Custodial Account
or any REO Account for gain; or (iii) the acquisition of any assets for any
REMIC Pool (other than a Mortgaged Property acquired through foreclosure, deed
in lieu of foreclosure or otherwise in respect of a defaulted Trust Mortgage
Loan and other than Permitted Investments acquired in accordance with Section
3.06 in connection with the investment of funds in a Custodial Account or an REO
Account); in any event unless it has received an Opinion of Counsel (at the
expense of the party seeking to cause such sale, disposition, or acquisition but
in no event at the expense of the Trust Fund or the Trustee) to the effect that
such sale, disposition, or acquisition will not cause: (x) any REMIC Pool to
fail to qualify as a REMIC at any time that any Certificates are outstanding; or
(y) the imposition of any tax on any REMIC Pool under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.

          (n) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services nor
permit any REMIC Pool to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

          SECTION 10.02. Grantor Trust Administration.

          (a) The Tax Administrator shall treat each Grantor Trust Pool, for tax
return preparation purposes, as a separate grantor trust under the Code and, if
necessary, under applicable state law and will file appropriate federal or state
Tax Returns for each taxable year ending on or after the last day of the
calendar year in which the Certificates are issued. The Class A-2FL Certificates
and, subject to Section 2.05(b), the Class V Certificates are hereby designated
as representing an undivided interest in Grantor Trust A-2FL and Grantor Trust
V, respectively.

          (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust Pools (but not including any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
the Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund, unless otherwise provided in Section
10.02(i) or 10.02(j)).

          (c) The Tax Administrator shall prepare, sign and file all of the Tax
Returns in respect of each Grantor Trust Pool. The expenses of preparing and
filing such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor.


                                      -358-




          (d) Each Grantor Trust Pool is a WHFIT that is a NMWHFIT. The Tax
Administrator will report as required under the WHFIT Regulations to the extent
such information as is reasonably necessary to enable the Tax Administrator to
do so is provided to the Tax Administrator on a timely basis. The Tax
Administrator shall assume that the Depository is the only "middleman" (as such
term is defined in the WHFIT Regulations) with respect to the Class A-2FL
Certificates unless a beneficial owner thereof or the Depositor provides the
Trust Administrator with the identities of other "middlemen" with respect to the
Class A-2FL Certificates. The Holders of Class V Certificates shall provide the
Tax Administrator with information identifying any such Holders of Class V
Certificates that are "middlemen" as defined by the WHFIT Regulations. The Tax
Administrator shall be entitled to rely on the first sentence of this paragraph
and shall be entitled to indemnification in accordance with the terms of this
Agreement in the event that the IRS makes a determination that the first
sentence of this paragraph is incorrect.

          (e) The Tax Administrator, in its discretion, will report required
WHFIT information using either the cash or accrual method, except to the extent
the WHFIT Regulations specifically require a different method. The Tax
Administrator will be under no obligation to determine whether a Holder of a
Class A-2FL or Class V Certificate uses the cash or accrual method. The Tax
Administrator will make available (via its website) WHFIT information to the
Holders of the Class A-2FL and Class V Certificates annually. In addition, the
Tax Administrator will not be responsible or liable for providing subsequently
amended, revised or updated information to any certificate holder, unless
requested by a Holder of a Class A-2FL or Class V Certificate.

          (f) The Tax Administrator shall not be liable for failure to meet the
reporting requirements of the WHFIT Regulations nor for any penalties thereunder
if such failure is due to: (i) the lack of reasonably necessary information
being provided to the Tax Administrator, (ii) incomplete, inaccurate or untimely
information being provided to the Tax Administrator or (iii) the inability of
the Tax Administrator, after good faith efforts, to alter its existing
information reporting systems to capture information necessary to fully comply
with the WHFIT Regulations for the 2008 calendar year. Each Holder of a Class
A-2FL or Class V Certificate, by acceptance of its interest in such class of
Certificates, will be deemed to have agreed to provide the Tax Administrator
with information regarding any sale of such Certificates, including the price,
amount of proceeds and date of sale. Absent receipt of such information, and
unless informed otherwise by the Depositor, the Tax Administrator will assume
there is no secondary market trading of WHFIT interests.

          (g) To the extent required by the WHFIT Regulations, the Tax
Administrator will use reasonable efforts to publish on an appropriate website
the CUSIPs for the Class A-2FL or Class V Certificates. The Tax Administrator
will make reasonable good faith efforts to keep the website accurate and updated
to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax
Administrator will use a reasonable identifier number in lieu of a CUSIP. The
Tax Administrator will not be liable for investor reporting delays that result
from the receipt of inaccurate or untimely CUSIP information.

          (h) The Tax Administrator shall perform on behalf of each Grantor
Trust Pool all reporting and other tax compliance duties that are required in
respect thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority.


                                      -359-




          (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each Grantor Trust Pool as a grantor trust under the
Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special
Servicer shall assist the Tax Administrator to the extent reasonably requested
by the Tax Administrator and to the extent of information within the Trustee's,
the Master Servicer's or the Special Servicer's possession or control). None of
the Tax Administrator, Master Servicer, the Special Servicer or the Trustee
shall knowingly take (or cause any Grantor Trust to take) any action or fail to
take (or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to any Grantor Trust Pool,
or causing any Grantor Trust Pool to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the Tax Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse Grantor Trust Event
to occur. The Tax Administrator may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not permitted by this Agreement, but in no event at the cost or expense
of the Trust Fund, the Tax Administrator or the Trustee.

          (j) If any tax is imposed on any Grantor Trust Pool, such tax,
together with all incidental costs and expenses (including penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust Assets in all other instances.

          (k) Notwithstanding the foregoing provisions of this Section 10.02,
the applicability of this Section 10.02 is subject to Section 2.05(b).


                                      -360-




                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          SECTION 11.01. Amendment.

          (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Trust Mortgage Loan Noteholders, (i) to
cure any ambiguity or mistake, (ii) to correct, modify or supplement any
provision herein which may be inconsistent with any other provision herein or
with the description thereof in the Prospectus or the Prospectus Supplement,
(iii) to add any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the existing provisions hereof,
(iv) to relax or eliminate any requirement hereunder imposed by the REMIC
Provisions or the Grantor Trust Provisions if those provisions are amended or
clarified such that any such requirement may be relaxed or eliminated, (v) to
relax or eliminate any requirement imposed by the Securities Act or the rules
promulgated thereunder if the Securities Act or those rules are amended or
clarified so as to allow for the relaxation or elimination of that requirement,
(vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the
Special Servicer and the Trustee, either (A) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any of
the REMIC Pools or any of the Grantor Trust Pools at least from the effective
date of such amendment, or (B) to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or Grantor Trust
Pool, (vii) as provided in Section 5.02(d)(iv), to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii) hereof, (viii) to
amend any provision of Section 8.15 as contemplated by Section 8.15(n) hereof,
or (ix) to otherwise modify or delete existing provisions of this Agreement;
provided that such amendment (other than any amendment for any of the specific
purposes described in clauses (i), (ii), (iv), (v), (vi), (vii) and (viii)
above) shall not adversely affect in any material respect the interests of any
Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as evidenced
by either an Opinion of Counsel delivered to the Trustee and each other party
hereto to such effect, or an acknowledgment to such effect from the subject
Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as the case
may be, or, in the case of a Class of Certificates to which a rating has been
assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Certificates; and provided,
further, that such amendment shall not significantly change the activities of
the Trust (insofar as such change would adversely affect the status of the Trust
as a "qualifying special purpose entity" under FASB 140).

          (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans that are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate, or


                                      -361-




that are required to be distributed to any Serviced Non-Trust Mortgage Loan
Noteholder, without the consent of such Serviced Non-Trust Mortgage Loan
Noteholder, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates or the interests of any Serviced Non-Trust
Mortgage Loan Noteholder in a manner other than as described in the immediately
preceding clause (i), without the consent of the Holders of all Certificates of
such Class or the consent of such Serviced Non-Trust Mortgage Loan Noteholder,
as the case may be, (iii) significantly change the activities of the Trust
(insofar as such change would adversely affect the status of the Trust as a
"qualifying special purpose entity" under FASB 140) without the consent of the
Holders of Certificates entitled to not less than 51% of all the Voting Rights
(without regard to Certificates held by the Depositor, any Mortgage Loan Seller
or any Affiliates and/or agents of the Depositor or any Mortgage Loan Seller),
(iv) modify the provisions of this Section 11.01, without the consent of the
Holders of all Certificates then outstanding and the consent of all of the
Serviced Non-Trust Mortgage Loan Noteholders, (v) modify the Servicing Standard
without the consent of the Holders of all Regular Interest Certificates and
Class A-2FL Certificates then outstanding, or (vi) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent, approve or object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01(b),
Certificates registered in the name of any party hereto or any Affiliate thereof
shall be entitled to the same Voting Rights with respect to matters described
above as they would if any other Person held such Certificates, so long as the
subject amendment does not relate to increasing its rights or reducing or
limiting its obligations hereunder as a party to this Agreement.

          (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel addressed to
the Trustee and each other party hereto, to the effect that (i) such amendment
or the exercise of any power granted to the Trustee, the Master Servicer or the
Special Servicer in accordance with such amendment will not result in the
imposition of a tax on any REMIC Pool pursuant to the REMIC Provisions, cause
any REMIC Pool to fail to qualify as a REMIC or cause any Grantor Trust Pool to
fail to qualify as a grantor trust within the meaning of the Grantor Trust
Provisions at any time that any Certificates are outstanding and (ii) such
amendment complies in all material respects with the provisions of this Section
11.01.

          (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and each Serviced Non-Trust
Mortgage Loan Noteholder.

          (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

          (f) Each of the Master Servicer, the Special Servicer and the Trustee
may but shall not be obligated to enter into any amendment pursuant to this
section that affects its rights, duties and immunities under this Agreement or
otherwise.


                                      -362-




          (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Collection Account, in the case of the Trustee, pursuant to Section 3.05(b).

          (h) Notwithstanding anything to the contrary contained in this Section
11.01, the parties hereto agree that (i) this Agreement may not be amended
except upon 10 days' prior written notice to the Class A-2FL Swap Counterparty
and (ii) this Agreement may not be amended in any manner that has a material
adverse effect on the Class A-2FL Swap Counterparty without first obtaining the
written consent of the Class A-2FL Swap Counterparty, such consent not to be
unreasonably withheld, conditioned or delayed, where such consent is required
herein. The Trustee may obtain and rely upon an Opinion of Counsel provided to
it at the expense of the party seeking the amendment to the effect that such
action will not adversely affect in any material respect the interests of the
Class A-2FL Swap Counterparty (or at the expense of the Trust if the Trustee is
the party seeking such amendment and such amendment benefits the
Certificateholders).

          SECTION 11.02. Recordation of Agreement; Counterparts.

          (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund or, to the
extent that it benefits them, the Serviced Non-Trust Mortgage Loan Noteholders,
but only upon direction accompanied by an Opinion of Counsel (the cost of which
may be paid out of the Pool Custodial Account pursuant to Section 3.05(a) or, to
the extent that it benefits the Serviced Non-Trust Mortgage Loan Noteholders,
out of the Loan Combination Custodial Accounts pursuant to Section 3.05A), to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and/or the Serviced Non-Trust Mortgage Loan
Noteholders; provided, however, that neither the Master Servicer nor the Trustee
shall have any obligation or responsibility to determine whether any such
recordation of this Agreement is required.

          (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          SECTION 11.03. Limitation on Rights of Certificateholders.

          (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

          (b) No Certificateholder (except as expressly provided for herein)
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust Fund, or the


                                      -363-




obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

          (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Person previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and (except
in the case of a default by the Trustee) the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

          SECTION 11.04. Governing Law; Consent to Jurisdiction.

          This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City,
to the exclusion of all other courts, with respect to matters arising out of or
relating to this Agreement; (ii) agrees that all claims with respect to such
action or proceeding shall be heard and determined in such New York State or
federal courts, to the exclusion of all other courts; (iii) waives the defense
of an inconvenient forum in connection with such action or proceeding commenced
in such New York State or federal courts; and (iv) agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law; provided that, if Section 2.03(i) is inapplicable, and if both a New York
State and a federal court sitting in New York in which an action or proceeding
has been duly and properly commenced by any party to this Agreement regarding a
matter arising out of or relating to this Agreement have refused to accept
jurisdiction over or otherwise have not accepted such action or proceeding
within, in the case of each such court, 60 days of the commencement or filing
thereof, then the words "to the exclusion of all other courts" in clause (i) and
clause (ii) of this sentence shall not apply with regard to such action or
proceeding and the reference to "shall" in clause (ii) of this paragraph shall
be deemed to be "may".


                                      -364-




          SECTION 11.05. Notices.

          Unless otherwise expressly provided herein, any communications
provided for or permitted hereunder shall be in writing and shall be deemed to
have been duly given when delivered to: (i) in the case of the Depositor,
Structured Asset Securities Corporation II, 745 Seventh Avenue, New York, New
York 10019, Attention: David Nass--LB-UBS Commercial Mortgage Trust 2008-C1,
facsimile number: (646) 758-5376; (ii) in the case of the Master Servicer,
Wachovia Bank, National Association, 201 South College Street, 9th Floor, NC
1075, Charlotte, North Carolina 28244-1075, Attention: LB-UBS Commercial
Mortgage Trust 2008-C1, facsimile number: (704) 715-0036; (iii) in the case of
the Special Servicer, CWCapital Asset Management LLC, 701 13th Street NW, Suite
1000, Washington DC 20005 Attention: David Iannarone (LB-UBS 2008-C1), LB-UBS
Commercial Mortgage Trust 2008-C1, facsimile number (202) 558-5101 with a copy
to CWCapital Asset Management LLC, One Charles River Place, 63 Kendrick Street,
Needham, Massachusetts 02464, Attention: Jill Hyde (LB-UBS 2008-C1), facsimile
number (781) 707-9397; (iv) in the case of the Trustee, LaSalle Bank National
Association, 135 South LaSalle Street, Mailcode: IL4-135-16-25, Chicago,
Illinois 60603, Attention: Global Securities and Trust Services--LB-UBS
Commercial Mortgage Trust 2008-C1, facsimile number: (312) 904-1085; (v) in the
case of the Underwriters, (A) Lehman Brothers, Inc., 745 Seventh Avenue, New
York, New York 10019, Attention: David Nass--LB-UBS Commercial Mortgage Trust
2008-C1, facsimile number: (646) 758-4203 and (B) UBS Securities LLC, 1285
Avenue of the Americas, New York, New York 10019, Attention: Jeffrey Lavine,
facsimile number: (212) 713-1153; (vi) in the case of the Rating Agencies, (A)
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, 10th Floor, New York, New York 10004, Attention: CMBS
Surveillance Department, facsimile number: (212) 438-2662 and (B) Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Commercial Mortgage Surveillance, facsimile number: (212) 553-4392; and (vii) in
the case of the initial Controlling Class Representative, Cadim TACH, Inc., c/o
CDP Capital Real Estate Advisors, CDP Capital Center, 1000 Jean-Paul-Rjopelle
Place, Suite A-300, Montreal, Quebec H2Z 2B6, Canada, Attention: Corporate
Secretary (LB-UBS 2008-C1), with a copy to CWCapital Investments LLC, 5000 Birch
Street, East Wing, Suite 150, Newport Beach, California 92660, Attention: Tom
Nolan (LB-UBS 2008-C1) and a copy to CWCapital Investments LLC, 701 13th Street
NW, Suite 1000, Washington, D.C. 20005, Attention: Patricia Daugherty (LB-UBS
2008-C1); or, as to each such Person, such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register.

          SECTION 11.06. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.


                                      -365-




          SECTION 11.07. Grant of a Security Interest.

          The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event: (i) in order to secure
performance of the Depositor's obligations hereunder and payment of the
Certificates, the Depositor shall be deemed to have granted, and does hereby
grant, to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the following
property, whether now owned or existing or hereafter acquired or arising-- (A)
the Trust Mortgage Loans, (B) the UMLS/Depositor Mortgage Loan Purchase
Agreement(s), (C) the respective Co-Lender Agreements and Mezzanine
Intercreditor Agreements, (D) all other assets included or to be included the
Trust Fund, including all principal, interest and other amounts received or
receivable on or with respect to the Trust Mortgage Loans and due after the
Cut-off Date (other than any Principal Prepayments received on or prior to the
Cut-off Date), all amounts (other than those allocable to the Serviced Non-Trust
Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto)
held from time to time in the Custodial Accounts, the Collection Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account and, if
established, the REO Account(s), the Loss of Value Reserve Fund and the
Defeasance Deposit Account and any and all reinvestment earnings on such
amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to the Trust
Mortgage Loans, and (E) all proceeds and products of the foregoing; and (ii)
this Agreement shall constitute a security agreement under applicable law. The
Depositor shall file or cause to be filed, a UCC Financing Statement or Form
UCC-1, which shall include a Schedule I substantially in the form attached as
Exhibit J hereto, in the State of Delaware promptly following the initial
issuance of the Certificates, and the Trustee shall prepare, execute and file at
each such office, with the consent of the Depositor hereby given, continuation
statements with respect thereto, in each case within six (6) months prior to the
fifth anniversary of the immediately preceding filing. The Depositor shall
cooperate in a reasonable manner with the Trustee and the Master Servicer in
preparing and filing such continuation statements. This Section 11.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the UCC.

          SECTION 11.08. Streit Act.

          Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.


                                      -366-




          SECTION 11.09. Successors and Assigns; Beneficiaries.

          The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Each
Underwriter shall be a third-party beneficiary to this Agreement solely with
respect to its right to receive the reports, statements and other information to
which it is entitled hereunder, to preserve such Underwriter's rights under
Sub-Servicing Agreements as contemplated by Section 3.22(d) and, in the case of
Lehman Brothers, to terminate the Trust Fund pursuant to Section 9.01. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third-party beneficiary to the obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third-party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third-party beneficiary pursuant to
this Section 11.09. The Non-Trust Mortgage Loan Noteholders and any designees
thereof acting on behalf of or exercising the rights of the Non-Trust Mortgage
Loan Noteholders and any depositors of securitizations including Serviced
Non-Trust Mortgage Loans shall be third-party beneficiaries to this Agreement
with respect to their rights as specifically provided for herein. The Outside
Master Servicer and Outside Special Servicer in respect of each Outside Serviced
Trust Mortgage Loan, and the depositor and trustee for any Non-Trust Mortgage
Loan Securitization Trust, shall each be a third-party beneficiary to this
Agreement with respect to its rights as specifically provided for herein and
under the related Co-Lender Agreement. Each Unaffiliated Mortgage Loan Seller
shall be a third-party beneficiary to this Agreement with respect to its rights
as specifically provided for in the second paragraph of Section 2.01(d), LBHI
shall be a third-party beneficiary to this Agreement with respect to its rights
as specifically provided for in Section 3.20(k). LBHI and Lehman Brothers shall
be third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for in Section 8.15. This Agreement may not be amended in
any manner that would materially and adversely affect the rights of any such
third-party beneficiary without its consent. No other Person, including any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

          SECTION 11.10. Article and Section Headings.

          The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

          SECTION 11.11. Notices to Rating Agencies.

          (a) The Trustee shall promptly provide notice (which notice can be set
forth on the Distribution Date Statement despite the requirements of Section
11.05) to each Rating Agency with respect to each of the following of which it
has actual knowledge:

               (i) any material change or amendment to this Agreement;

               (ii) the occurrence of any Event of Default or Outside Servicer
     Default that has not been cured;


                                      -367-




               (iii) the resignation or termination of a Fiscal Agent, the
     Master Servicer or the Special Servicer;

               (iv) the repurchase of Trust Mortgage Loans by the Depositor or
     an Unaffiliated Mortgage Loan Seller pursuant to or as contemplated by
     Section 2.03;

               (v) the final payment to any Class of Certificateholders; and

               (vi) any sale or disposition of any Trust Mortgage Loan or REO
     Property.

          (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

               (i) the resignation or removal of the Trustee;

               (ii) any change in the location of any Custodial Account;

               (iii) any assumption of, or release of a Mortgagor under, a Trust
     Mortgage Loan that is, or a concentration of Trust Mortgage Loans (by the
     related sponsor) that is, one of the ten (10) largest Trust Mortgage Loans
     as of the date of the assumption (by Stated Principal Balance); and

               (iv) any incurrence of additional indebtedness encumbering the
     Mortgaged Property securing a Trust Mortgage Loan that is, or a
     concentration of Trust Mortgage Loans (by the related sponsor) that is, one
     of the ten (10) largest Trust Mortgage Loans as of the date that such debt
     is incurred (by Stated Principal Balance).

          (c) The Special Servicer shall furnish each Rating Agency with respect
to a Specially Serviced Mortgage Loan such information as the Rating Agency
shall reasonably request and which the Special Servicer can reasonably provide
in accordance with applicable law, with copies to the Trustee.

          (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

               (i) each of its annual statements as to compliance described in
     Section 3.13;

               (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

               (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.11(h) or 4.03(c).

          (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

          (f) The Trustee shall promptly deliver to each Rating Agency a copy of
each of the statements and reports described in Section 4.02(a) that is prepared
by it.


                                      -368-




          (g) The Master Servicer shall give each Rating Agency at least 15
days' notice prior to any reimbursement to the Master Servicer of Nonrecoverable
Advances from amounts in the Pool Custodial Account allocable to interest on the
Trust Mortgage Loans unless (1) the Master Servicer determines in its sole
discretion that waiting 15 days after such a notice could jeopardize the Master
Servicer's ability to recover Nonrecoverable Advances, (2) changed circumstances
or new or different information becomes known to the Master Servicer that could
affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) the Master Servicer has not timely
received from the Trustee information requested by the Master Servicer to
consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer
shall give each Rating Agency notice of an anticipated reimbursement to the
Master Servicer of Nonrecoverable Advances from amounts in the Pool Custodial
Account allocable to interest on the Trust Mortgage Loans as soon as reasonably
practicable in such circumstances. The Master Servicer shall have no liability
for any loss, liability or expense resulting from any notice provided to a
Rating Agency contemplated by the immediately preceding sentence.

          (h) Each of the Trustee, the Master Servicer and the Special Servicer
shall provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

          SECTION 11.12. Complete Agreement.

          This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                      -369-




          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                      STRUCTURED ASSET SECURITIES CORPORATION II
                                         Depositor


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


                                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                         Master Servicer


                                      By: /s/ Cynthia Schwartz
                                          --------------------------------------
                                          Name:  Cynthia Schwartz
                                          Title: Vice President


                                      CWCAPITAL ASSET MANAGEMENT LLC
                                         Special Servicer


                                      By: /s/ Brian Hanson
                                          --------------------------------------
                                          Name:  Brian Hanson
                                          Title: Director


                                      LASALLE BANK NATIONAL ASSOCIATION
                                         Trustee


                                      By: /s/ Ann Kelly
                                          --------------------------------------
                                          Name:  Ann M. Kelly
                                          Title: Assistant Vice President




                                   SCHEDULE I

                          TRUST MORTGAGE LOAN SCHEDULE







CONTROL
  NO.                        PROPERTY NAME                                                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

   1     Westfield Southlake                                  2109 Southlake Mall
   2     Chevy Chase Center                                   5425 Wisconsin Avenue
   3     Regions Harbert Plaza                                1901 Sixth Avenue North
   4     Westin Charlotte                                     601 South College Street
   5     Computer Sciences Building                           7900 Harkins Road
   6     Charleston Plaza                                     2400-2450 Charleston Road
   7     Kettering Tower                                      40 North Main Street
   8     Sutton Plaza                                         Route 206 and Flanders Bartley Road
   9     Memphis Retail Portfolio                             Various
  9.01   The Shops of Collierville                            875 West Poplar Avenue
  9.02   Chickasaw Gardens                                    3181 Poplar Avenue
  9.03   Country Club Collections                             2140-2150 Poplar Avenue
  9.04   Trezevant Enterprises - Fed Ex/Kinko's               1130 North Germantown Parkway
  9.05   Trezevant Enterprises - Corky's                      743 West Popular Avenue
   10    Chicago Hotel Portfolio - Crossed Rollup             N/A
 10.01   Chicago Hotel Portfolio - City Suites Hotel          933 West Belmont Avenue
 10.02   Chicago Hotel Portfolio - Majestic Hotel             528 West Brompton Avenue
 10.03   Chicago Hotel Portfolio - Willows Hotel              555 West Surf Street
   11    Southwest Retail Portfolio - Crossed Rollup          N/A
 11.01   West Point Shopping Center                           3835-3881 West 5400 South
 11.02   Foothills Shopping Center                            11101 Menaul Boulevard NE
 11.03   Country Square Shopping Center                       10310-10384 South Redwood Road
   12    Sears Tower                                          233 South Wacker Drive
   13    Best Western - Clearwater                            691 South Gulfview Boulevard
   14    Park 100 - Portfolio                                 Various
 14.01   Building 113                                         5602-5676 W. 73rd Street
 14.02   Building 114                                         5601-5671 W. 74th Street
 14.03   Building 108                                         5605-5741 W. 73rd Street
 14.04   Building 55                                          6119-99 W. 80th Street
 14.05   Building 106                                         7112-72 Zionsville Road
 14.06   Building 101                                         5840-5958 W. 71st Street
 14.07   Building 105                                         5720-80 W. 71st Street
   15    Exchange South                                       9143 Phillips Highway
   16    Home Depot - Vallejo, CA                             5180 Sonoma Boulevard
   17    Walgreens - North Andover                            SEC Turnpike and Waverly Road
   18    Village Marketplace                                  1825 Tamiami Trail
   19    Bashas Gold Canyon                                   5301 South Superstition Mountain Drive
   20    Whole Foods - Cupertino                              20955 Stevens Creek Boulevard
   21    Premier Park of Commerce Portfolio - Crossed Rollup  N/A
 21.01   Premier Park of Commerce - FedEx Ground              45th Street & Park Avenue
 21.02   Premier Park of Commerce - FedEx Freight             45th Street & Park Avenue
   22    Best Western Harrisburg                              815 Eisenhower Boulevard
   23    Tower Parking Garage                                 40 North Front Street
   24    Jackson Retail Portfolio                             Various
 24.01   Dick's Sporting Goods                                1165 Vann Drive
 24.02   Park Place                                           228 Parkstone Place
 24.03   Horizon Travel                                       340 Parkstone Place
 24.04   Moe's Building                                       1923 Emporium Drive
   25    Columbus Office Warehouse Portfolio                  6969 Worthington-Galena Road, 6999 Huntley Road, and 7029 Huntley Road
   26    Banco Popular - Bronx                                2923-2927 3rd Avenue
   27    Walgreens - Worcester                                Grafton Street & Penn Avenue
   28    Chestnut Hill Centre                                 8223-8229 Germantown Avenue
   29    Walgreens - Staten Island                            1579 Forest Avenue
   30    Arbor Court                                          802 Seminar
   31    Hunt Club Corners                                    520 Hunt Club Boulevard
   32    Holiday Shopping Center                              4545 Sun Ray Drive
   33    Triangle Square Shopping Center                      4731 Apex Highway
   34    Walgreens - Windham                                  741 Roosevelt Trail
   35    Walgreens - New Bedford                              NEC Phillips Road and Acushnet Avenue
   36    Walgreens - Yarmouth                                 Route 28 & Forest Street
   37    Walgreens - Hampstead                                288 Sandown Road
   38    Walgreens - Woodbury                                 SWC Broad Street & Penn Street
   39    Polaris Retail Center                                1140-1158 Polaris Parkway
   40    Comfort Suites - Midland                             4706 Garfield Street
   41    Riverfront Place                                     810 River Avenue
   42    The Market at Uvalde                                 13502-13530 Interstate Highway 10 East
   43    East Hills Village                                   2611-2625 Oswell Street
   44    Walgreens - Clarence                                 6785 Transit Road
   45    Vantage 78                                           3501 Wheatley Avenue
   46    Walgreen's - Harlingen                               1801 West Harrison
   47    Friendly Storage                                     3969 Boat Club Road
   48    Vernon Industrial                                    4330 E. 26th Street
   49    Walgreen's - Guthrie                                 1603 South Division Street
   50    Walgreen's - Dallas, GA                              4519 Dallas-Acworth Highway
   51    Summer's Village                                     3701-3733 North Beltline Road
   52    Sunset Centre                                        9999 S.W. 72nd Street
   53    MDKL Flowood                                         163 Ridge Way
   54    4258 Main Street                                     4258 Main Street
   55    294 North State Street                               294 North State Street
   56    Woodhaven Crossroads                                 5931 Oakland Hills, 350 Shady Lane Drive, 5301 Greenshaven Drive
   57    Western Green                                        2105 Robin Road


                                                 CUT-OFF DATE    MONTHLY                 REMAINING                   REMAINING
CONTROL                                             BALANCE        DEBT     MORTGAGE      TERM TO       MATURITY   AMORTIZATION
  NO.              CITY          STATE    ZIP        ($)       SERVICE ($)  RATE (%)  MATURITY (MOS.)     DATE      TERM (MOS.)
-------------------------------------------------------------------------------------------------------------------------------

   1     Merrillville             IN      46410   140,000,000    712,088     6.0200         117         1/11/2018        0
   2     Chevy Chase              MD      20815   116,628,806    903,568     6.5200         223         11/1/2026       223
   3     Birmingham               AL      35203    91,000,000    574,584     6.4900         119          3/9/2018       360
   4     Charlotte                NC      28202    75,250,000    454,554     6.0700         117         1/11/2018       360
   5     Lanham                   MD      20706    73,243,000    479,932     6.8500         119          3/9/2018       360
   6     Mountain View            CA      94043    39,695,002    229,632     5.6000         101         9/11/2016       353
   7     Dayton                   OH      45423    28,000,000    165,720     5.8800         109         5/11/2017       360
   8     Mount Olive Township     NJ      07836    26,937,452    160,291     5.9300         116        12/11/2017       360
   9     Various                  TN    Various    25,600,000    164,174     6.6400         115        11/11/2017       360
  9.01   Collierville             TN      38017
  9.02   Memphis                  TN      38111
  9.03   Collierville             TN      38017
  9.04   Memphis                  TN      38133
  9.05   Collierville             TN      38017
   10    N/A                      N/A       N/A    24,981,247        N/A     6.9000         N/A               N/A       N/A
 10.01   Chicago                  IL      60657     9,208,088     61,665     6.9000         119         3/11/2018       341
 10.02   Chicago                  IL      60657     8,118,905     54,371     6.9000         119         3/11/2018       341
 10.03   Chicago                  IL      60657     7,654,254     51,259     6.9000         119         3/11/2018       341
   11    N/A                      N/A       N/A    20,154,397        N/A     7.0400         N/A               N/A       N/A
 11.01   Taylorsville             UT      84118    10,376,521     69,471     7.0400         117         1/11/2018       357
 11.02   Alburquerque             NM      87112     6,385,552     42,751     7.0400         117         1/11/2018       357
 11.03   South Jordan             UT      84095     3,392,324     22,712     7.0400         117         1/11/2018       357
   12    Chicago                  IL      60606    20,000,000    105,943     6.2695         106         2/11/2017        0
   13    Clearwater Beach         FL      33767    19,100,000    126,432     6.9500         115        11/11/2017       360
   14    Indianapolis             IN      46278    17,450,000    115,510     6.9500         116        12/11/2017       360
 14.01   Indianapolis             IN      46278
 14.02   Indianapolis             IN      46278
 14.03   Indianapolis             IN      46278
 14.04   Indianapolis             IN      46278
 14.05   Indianapolis             IN      46278
 14.06   Indianapolis             IN      46278
 14.07   Indianapolis             IN      46278
   15    Jacksonville             FL      32256    16,800,000    106,962     6.2300         117         1/11/2018       360
   16    Vallejo                  CA      94589    16,000,000     80,192     5.9320         115         11/9/2017        0
   17    North Andover            MA      01845    13,390,000     64,033     5.6600         112          8/9/2017        0
   18    Port Charlotte           FL      33948    12,380,268     83,918     7.1700         118         2/11/2018       358
   19    Apache Junction          AZ      85218    11,980,000     71,211     5.9200         102        10/11/2016       360
   20    Cupertino                CA      95014    11,901,884     71,714     5.9800         113         9/11/2017       353
   21    N/A                      N/A       N/A    11,700,000        N/A     5.8600         N/A               N/A       N/A
 21.01   West Palm Beach          FL      33407     6,000,000     29,300     5.8600         115        11/11/2017        0
 21.02   West Palm Beach          FL      33407     5,700,000     27,835     5.8600         115        11/11/2017        0
   22    Lower Swatara Township   PA      17057    11,155,135     72,390     6.7160         115         11/9/2017       355
   23    Columbus                 OH      43215    11,000,000     72,360     6.2200         104        12/11/2016       300
   24    Jackson                  TN      38305    10,500,000     69,364     6.9300         117         1/11/2018       360
 24.01   Jackson                  TN      38305
 24.02   Jackson                  TN      38305
 24.03   Jackson                  TN      38305
 24.04   Jackson                  TN      38305
   25    Worthington              OH      43229     9,600,000     60,615     6.4900         115        11/11/2017       360
   26    Bronx                    NY      10455     8,860,000     55,696     6.4475         115         11/9/2017       360
   27    Worcester                MA      01604     8,330,000     43,988     6.2500         119          3/9/2018        0
   28    Philadelphia             PA      19118     8,160,000     54,492     7.0370         117          1/9/2018       360
   29    Staten Island            NY      10302     7,425,000     39,209     6.2500         119          3/9/2018        0
   30    Houston                  TX      77060     7,000,000     41,744     5.9500         109         5/11/2017       360
   31    Apopka                   FL      32703     6,854,074     42,014     6.0100         160         8/11/2021       340
   32    Holiday                  FL      34690     6,800,000     42,179     6.3200         116        12/11/2017       360
   33    Durham                   NC      27713     6,600,000     43,468     6.9000         118         2/11/2018       360
   34    Windham                  ME      04062     6,596,000     32,769     5.8800         113          9/9/2017        0
   35    New Bedford              MA      02745     6,564,000     34,662     6.2500         119          3/9/2018        0
   36    Yarmouth                 MA      02664     6,063,000     32,017     6.2500         119          3/9/2018        0
   37    East Hampstead           NH      03826     5,804,000     28,589     5.8300         113          9/9/2017        0
   38    Woodbury                 NJ      08096     5,760,000     30,417     6.2500         119          3/9/2018        0
   39    Columbus                 OH      43240     4,951,909     29,252     5.7000         104        12/11/2016       344
   40    Midland                  TX      79705     4,950,316     34,150     7.0000         117         1/11/2018       321
   41    Pittsburgh               PA      15212     4,750,000     31,157     6.8600         117         1/11/2018       360
   42    Houston                  TX      77015     4,300,000     28,320     6.9000         117         1/11/2018       360
   43    Bakersfield              CA      93306     4,270,555     28,879     7.1400         117         1/11/2018       357
   44    Clarence                 NY      14051     4,114,000     20,056     5.7700         108         4/11/2017        0
   45    Charlotte                NC      28205     3,850,000     22,737     5.8600         109         5/11/2017       360
   46    Harlingen                TX      78550     3,395,000     18,645     6.5000         118         2/11/2018        0
   47    Lake Worth               TX      76135     3,185,000     20,320     6.5900         116         12/9/2017       360
   48    Vernon                   CA      90023     3,000,000     20,222     7.1300         117         1/11/2018       360
   49    Guthrie                  OK      73044     2,925,000     16,064     6.5000         118         2/11/2018        0
   50    Dallas                   GA      30132     2,900,000     15,927     6.5000         118         2/11/2018        0
   51    Irving                   TX      75038     2,900,000     18,829     6.7600         116        12/11/2017       360
   52    Miami                    FL      33173     2,490,572     16,599     6.9800         115        11/11/2017       355
   53    Flowood                  MS      39232     2,294,410     14,857     6.7100         117         1/11/2018       357
   54    Philadelphia             PA      19127     2,282,500     14,132     6.3025         118          2/9/2018       360
   55    Orem                     UT      84057     2,191,055     14,123     6.6500         115        11/11/2017       355
   56    Fort Worth               TX      76112     2,100,000     14,169     7.1400         117         1/11/2018       360
   57    Bowling Green            KY      42101       997,515      6,393     6.6100         117         1/11/2018       357


          INTEREST   ADMINISTRATIVE   OUTSIDE
CONTROL    ACCRUAL        COST       SERVICING           OWNERSHIP                              PREPAYMENT             ANTICIPATED
  NO.       BASIS       RATE (%)      FEE RATE           INTEREST         LOAN SELLER           PROVISION            REPAYMENT DATE
-----------------------------------------------------------------------------------------------------------------------------------

   1     Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   2       30/360        0.20175       0.00000  Fee Simple                     UBS     Yield Maintenance                   N/A
   3     Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   4     Actual/360      0.20175       0.00000  Fee Simple and Leasehold       UBS     Defeasance                          N/A
   5     Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   6       30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   7     Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   8     Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   9     Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
  9.01                                          Fee Simple                      LB     N/A
  9.02                                          Fee Simple                      LB     N/A
  9.03                                          Fee Simple                      LB     N/A
  9.04                                          Fee Simple                      LB     N/A
  9.05                                          Fee Simple                      LB     N/A
   10        N/A             N/A           N/A  N/A                             LB     N/A                                 N/A
 10.01   Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
 10.02   Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
 10.03   Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   11        N/A             N/A           N/A  N/A                             LB     N/A                                 N/A
 11.01   Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
 11.02   Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
 11.03   Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   12    Actual/360      0.11175       0.01000  Fee Simple                     UBS     Defeasance                          N/A
   13    Actual/360      0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   14    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
 14.01                                          Fee Simple                      LB     N/A
 14.02                                          Fee Simple                      LB     N/A
 14.03                                          Fee Simple                      LB     N/A
 14.04                                          Fee Simple                      LB     N/A
 14.05                                          Fee Simple                      LB     N/A
 14.06                                          Fee Simple                      LB     N/A
 14.07                                          Fee Simple                      LB     N/A
   15    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   16    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Yield Maintenance/Defeasance        N/A
   17    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Yield Maintenance/Defeasance        N/A
   18    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   19      30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance/Defeasance        N/A
   20      30/360        0.20175       0.00000  Leasehold                       LB     Yield Maintenance                   N/A
   21        N/A             N/A           N/A  N/A                             LB     N/A                                 N/A
 21.01     30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
 21.02     30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   22    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   23      30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   24    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
 24.01                                          Fee Simple                      LB     N/A
 24.02                                          Fee Simple                      LB     N/A
 24.03                                          Fee Simple                      LB     N/A
 24.04                                          Fee Simple                      LB     N/A
   25    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   26    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   27    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   28    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   29    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   30    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   31      30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   32    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   33    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   34    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   35    Actual/360      0.20175       0.00000  Fee Simple and Leasehold       UBS     Defeasance                          N/A
   36    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   37    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   38    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Defeasance                          N/A
   39      30/360        0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   40    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   41    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   42    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   43    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   44    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Yield Maintenance/Defeasance        N/A
   45    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   46    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   47    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Yield Maintenance                   N/A
   48    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   49    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   50    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   51    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   52    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   53    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   54    Actual/360      0.20175       0.00000  Fee Simple                     UBS     Yield Maintenance                   N/A
   55    Actual/360      0.20175       0.00000  Fee Simple                      LB     Yield Maintenance                   N/A
   56    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A
   57    Actual/360      0.20175       0.00000  Fee Simple                      LB     Defeasance                          N/A


                                         CROSS
CONTROL   ANTICIPATED    ADDITIONAL  COLLATERALIZED
  NO.    REPAYMENT DATE   INTEREST       GROUPS
---------------------------------------------------

   1           N/A                         No
   2           N/A                         No
   3           N/A                         No
   4           N/A                         No
   5           N/A                         No
   6           N/A                         No
   7           N/A                         No
   8           N/A                         No
   9           N/A                         No
  9.01                                 Yes (LB-A)
  9.02                                 Yes (LB-A)
  9.03                                 Yes (LB-A)
  9.04                                 Yes (LB-A)
  9.05                                 Yes (LB-A)
   10          N/A                     Yes (LB-1)
 10.01         N/A                     Yes (LB-1)
 10.02         N/A                     Yes (LB-1)
 10.03         N/A                     Yes (LB-1)
   11          N/A                     Yes (LB-2)
 11.01         N/A                     Yes (LB-2)
 11.02         N/A                     Yes (LB-2)
 11.03         N/A                     Yes (LB-2)
   12          N/A                         No
   13          N/A                         No
   14          N/A                         No
 14.01                                 Yes (LB-B)
 14.02                                 Yes (LB-B)
 14.03                                 Yes (LB-B)
 14.04                                 Yes (LB-B)
 14.05                                 Yes (LB-B)
 14.06                                 Yes (LB-B)
 14.07                                 Yes (LB-B)
   15          N/A                         No
   16          N/A                         No
   17          N/A                         No
   18          N/A                         No
   19          N/A                         No
   20          N/A                         No
   21          N/A                     Yes (LB-3)
 21.01         N/A                     Yes (LB-3)
 21.02         N/A                     Yes (LB-3)
   22          N/A                         No
   23          N/A                         No
   24          N/A                         No
 24.01                                 Yes (LB-C)
 24.02                                 Yes (LB-C)
 24.03                                 Yes (LB-C)
 24.04                                 Yes (LB-C)
   25          N/A                         No
   26          N/A                         No
   27          N/A                         No
   28          N/A                         No
   29          N/A                         No
   30          N/A                         No
   31          N/A                         No
   32          N/A                         No
   33          N/A                         No
   34          N/A                         No
   35          N/A                         No
   36          N/A                         No
   37          N/A                         No
   38          N/A                         No
   39          N/A                         No
   40          N/A                         No
   41          N/A                         No
   42          N/A                         No
   43          N/A                         No
   44          N/A                         No
   45          N/A                         No
   46          N/A                         No
   47          N/A                         No
   48          N/A                         No
   49          N/A                         No
   50          N/A                         No
   51          N/A                         No
   52          N/A                         No
   53          N/A                         No
   54          N/A                         No
   55          N/A                         No
   56          N/A                         No
   57          N/A                         No




                                   SCHEDULE II

                 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

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

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

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

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

          (v) Loan Document Status. Each of the related Mortgage Note,
Mortgage(s), Assignment(s) of Leases, if separate from the related Mortgage, and
other agreements executed in favor of the lender in connection therewith is the
legal, valid and binding obligation of the maker thereof (subject to the
non-recourse provisions therein and any state anti-deficiency legislation),
enforceable in accordance with its terms, except that (A) such enforcement may
be limited by (1) bankruptcy, insolvency, receivership, reorganization,
liquidation, voidable preference, fraudulent conveyance and transfer, moratorium
and/or other similar laws affecting the enforcement of creditors' rights
generally, and (2) general principles of




equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law), and (B) certain provisions in the subject agreement or
instrument may be further limited or rendered unenforceable by applicable law,
but subject to the limitations set forth in the foregoing clause (A), such
limitations will not render that subject agreement or instrument invalid as a
whole or substantially interfere with the mortgagee's realization of the
principal benefits and/or security provided by the subject agreement or
instrument. Such Mortgage Loan is non-recourse to the Mortgagor or any other
Person except to the extent provided in certain nonrecourse carveouts and/or in
any applicable guarantees. 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.

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

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

          (viii) First Lien. Each related Mortgage is a valid and, subject to
the limitations and exceptions in paragraph (v) above, enforceable first lien on
the related Mortgaged Property including all improvements thereon (other than
any tenant owned improvements), which Mortgaged Property is free and clear of
all encumbrances and liens having priority over or on a parity with the first
lien of such Mortgage, except for the following (collectively, the




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

          (ix) Taxes and Assessments. All taxes, governmental assessments, water
charges, sewer rents or similar governmental charges which, in all such cases,
were directly related to the related Mortgaged Property and could constitute
liens on the related Mortgaged Property prior to the lien of the related
Mortgage, together with all ground rents, that prior to the Cut-off Date became
due and payable in respect of, and materially affect, any related Mortgaged
Property have been paid or are escrowed for or are not yet delinquent, and the
Depositor knows of no unpaid tax, assessment, ground rent, water charges or
sewer rent, which, in all such cases, were directly related to the subject
Mortgaged Property and could constitute liens on the subject




Mortgaged Property prior to the lien of the related Mortgage that prior to the
Closing Date became due and delinquent in respect of any related Mortgaged
Property, or in any such case an escrow of funds in an amount sufficient to
cover such payments has been established.

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

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

          (xii) Property Insurance. As of the date of its origination and, to
the actual knowledge of the Depositor and the Lehman Mortgage Loan Seller, as of
the Cut-off Date, all insurance required under each related Mortgage (except
where an investment grade tenant or a tenant representing less than 10% of the
net operating income with respect to the related Mortgaged Property is permitted
to insure or self-insure under a lease) was in full force and effect with
respect to each related Mortgaged Property; such insurance included (A) fire and




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




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

          (xiii) No Material Defaults. Other than payments due but not yet 30
days or more delinquent, there is (A) no material default, breach, violation or
event of acceleration existing under the related Mortgage Note, the related
Mortgage or other loan documents relating to such Mortgage Loan, and (B), to the
knowledge of the Depositor and the Lehman Mortgage Loan Seller, no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a material default, breach, violation or event of
acceleration under any of such documents; provided, however, that this
representation and warranty does not cover any default, breach, violation or
event of acceleration (A) that specifically pertains to or arises out of the
subject matter otherwise covered by any other representation and warranty made
by the Depositor in this Schedule II or (B) with respect to which: (1) neither
the Depositor nor the applicable Lehman Mortgage Loan Seller has any actual
knowledge and (2) written notice of the discovery thereof is not delivered to
the Lehman Mortgage Loan Seller by the Trustee or the Master Servicer on or
prior to the date occurring 12 months after the Closing Date. Neither the
Depositor nor the applicable Lehman Mortgage Loan Seller has waived, in writing
or with knowledge, any material default, breach, violation or event of
acceleration under any of such documents. Under the terms of such Mortgage Loan,
no person or party other than the mortgagee or its servicing agent may declare
an event of default or accelerate the related indebtedness under such Mortgage
Loan.

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

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

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

          (xvii) Qualified Mortgage. Such Mortgage Loan is "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code. Accordingly, either as of
the date of




origination or the Closing Date, the fair market value of the real property
securing such Mortgage Loan was not less than 80% of the "adjusted issue price"
(within the meaning of the REMIC Provisions) of such Mortgage Loan. For purposes
of the preceding sentence, the fair market value of the real property securing
such Mortgage Loan was first reduced by the amount of any lien on such real
property that is senior to the lien that secures such Mortgage Loan, and was
further reduced by a proportionate amount of any lien that is on a parity with
the lien that secures such Mortgage Loan. No action that occurs by operation of
the terms of such Mortgage Loan would cause such Mortgage Loan to cease to be a
"qualified mortgage" and such Mortgage Loan does not permit the release or
substitution of collateral if such release or substitution (A) would constitute
a "significant modification" of such Mortgage Loan within the meaning of
Treasury regulations section 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 such Mortgage Loan, would constitute "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code.

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

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

          The Mortgagor with respect to such Mortgage Loan has represented,
warranted and covenanted generally to the effect that, to its knowledge, except
as set forth in the environmental reports described above, it has not used,
caused or permitted to exist, and will not use, cause or permit to exist, on the
related Mortgaged Property, any Hazardous Materials in any manner which violates
applicable federal, state or local laws governing the use, storage, handling,
production or disposal of Hazardous Materials at the related Mortgaged Property
and




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

          Neither the Depositor nor the Lehman Mortgage Loan Seller has taken
any action with respect to such Mortgage Loan or the related Mortgaged Property
that could subject the Depositor or the Lehman Mortgage Loan Seller or any of
their respective successors and assigns in respect of such Mortgage Loan to
liability under CERCLA or any other applicable federal, state or local
environmental law. The related Mortgage or other loan documents require the
related Mortgagor to comply with all applicable federal, state and local
environmental laws and regulations.

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

          (xxi) Bankruptcy. The related Mortgagor is not a debtor in any
bankruptcy, reorganization, insolvency or comparable proceeding; provided,
however, that this representation and warranty does not cover any such
bankruptcy, reorganization, insolvency or comparable proceeding with respect to
which: (1) neither the Depositor nor the applicable Lehman Mortgage Loan Seller
has any actual knowledge and (2) written notice of the discovery thereof is not
delivered to the Depositor by the Trustee or the Master Servicer on or prior to
the date occurring twelve months after the Closing Date.

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

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




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

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

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

          (xxvii) Mortgagor Concentration. Except for the respective Lehman
Trust Mortgage Loans secured by the Mortgaged Properties listed on Schedule
III(xxvii), such Mortgage Loan, together with any other Lehman Trust Mortgage
Loan made to the same Mortgagor or to an Affiliate of such Mortgagor, does not
represent more than 5% of the Initial Pool Balance.

          (xxviii) Waivers; Modifications. Except as set forth in a written
instrument included in the related Mortgage File, the (A) material terms of the
related Mortgage Note, the related Mortgage(s) and any related loan agreement
and/or lock-box agreement have not been




waived, modified, altered, satisfied, impaired, canceled, subordinated or
rescinded by the mortgagee in any manner, and (B) no portion of a related
Mortgaged Property has been released from the lien of the related Mortgage, in
the case of (A) and/or (B), to an extent or in a manner that in any such event
materially interferes with the security intended to be provided by such document
or instrument. Schedule III(xxviii) identifies each Mortgage Loan (if any) as to
which, since the latest date any related due diligence materials were delivered
to Cadim TACH Inc. (or its designee), there has been (in writing) given, made or
consented to a material alteration, material modification or material assumption
of the terms of the related Mortgage Note, Mortgage(s) or any related loan
agreement and/or lock-box agreement.

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

          (xxx) Property Release. The terms of the related Mortgage Note,
Mortgage(s) or other loan document securing such Mortgage Loan do not provide
for the release from the lien of such Mortgage of any material portion of the
related Mortgaged Property that is necessary to the operation of such Mortgaged
Property or was given material value in the underwriting of such Mortgage Loan
at origination, without (A) payment in full of such Mortgage Loan, (B) delivery
of Defeasance Collateral in the form of "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), (C) delivery of substitute real property
collateral, or (D) payment of a release price equal to at least 125% of the
amount of such Mortgage Loan allocated to the related Mortgaged Property subject
to the release or (E) the satisfaction of certain underwriting and legal
requirements which the applicable Lehman Mortgage Loan Seller required in the
origination of comparable mortgage loans.

          (xxxi) Qualifications; Licensing; Zoning. The related Mortgagor has
covenanted in the related Mortgage Loan documents to maintain the related
Mortgaged Property in compliance in all material respects with, to the extent it
is not grandfathered under, all applicable laws, zoning ordinances, rules,
covenants and restrictions affecting the construction, occupancy, use and
operation of such Mortgaged Property, and the related originator performed the
type of due diligence in connection with the origination of such Mortgage Loan
customarily performed by such originator in the origination of comparable
mortgage loans with respect to the foregoing matters; neither the Depositor nor
the Lehman Mortgage Loan Seller has received 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 knowledge of the Depositor and the Lehman
Mortgage Loan Seller (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.

          (xxxii) 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.

          (xxxiii) Single Purpose Entity. If such Mortgage Loan has a Cut-off
Date Balance in excess of $25 million, then the related Mortgagor is obligated
by its organizational documents and the related Mortgage Loan documents to be a
Single Purpose Entity for so long as such Mortgage Loan is outstanding; and, if
such Mortgage Loan has a Cut-off Date Balance greater than $5 million and less
than $25 million, then the related Mortgagor is obligated by its organizational
documents and/or the related Mortgage Loan documents to own the related
Mortgaged Property and no other material assets, except such as are incidental
to the ownership of such Mortgaged Property for so long as such Mortgage Loan is
outstanding. For purposes of this representation, "Single Purpose Entity" means
an entity whose organizational documents or the related Mortgage Loan documents
provide substantially to the effect that such entity: (A) is formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing such Mortgage Loan, (B) may not engage in any business
unrelated to the related Mortgaged Property or Mortgaged Properties, (C) does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Mortgaged Properties and (D) may not
incur indebtedness other than as permitted by the related Mortgage or other
Mortgage Loan documents. If such Mortgage Loan has an initial principal balance
of $25 million and above and the related Mortgagor is a single member limited
liability company, such Mortgagor's organizational documents provide that such
Mortgagor shall not dissolve or liquidate upon the bankruptcy, dissolution,
liquidation or death of its sole member and is organized in a jurisdiction that
provides for such continued existence and there was obtained opinion of counsel
confirming such continued existence. If such Mortgage Loan has, or is part of a
group of Lehman Trust Mortgage Loans with affiliated Mortgagors having, a
Cut-off Date Balance equal to or greater than 2% of the Initial Pool Balance, or
if such Mortgage Loan has an original principal balance equal to or greater than
$25 million, there was obtained an opinion of counsel regarding
non-consolidation of such Mortgagor.




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

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

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

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

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

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

          (xl) Engineering Assessments. One or more engineering assessments or
updates of a previously conducted engineering assessment were performed by an
Independent engineering consulting firm with respect to each related Mortgaged
Property during the 12-month period preceding the Cut-off Date, and neither the
Depositor nor the Lehman Mortgage Loan Seller, in each case having made no
independent inquiry other than to review the report(s) prepared in connection
with such assessment(s) and or update(s), has any knowledge of any material and
adverse engineering condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s); and, to the extent such assessments
revealed




deficiencies, deferred maintenance or similar conditions, either (A) the
estimated cost has been escrowed or a letter of credit has been provided, (B)
repairs have been made or (C) the scope of the deferred maintenance relative to
the value of such Mortgaged Property was de minimis.

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

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

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

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

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

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

          (B)  upon the foreclosure of such Mortgage Loan (or acceptance of a
               deed in lieu thereof), the Mortgagor's interest in such Ground
               Lease is assignable to the Trustee 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 Depositor, except for payments due but
               not yet 30 days or more delinquent, (1) there is no material
               default under such Ground Lease, and (2) there is no event which,
               with the passage of time or with notice and the expiration of any
               grace or cure period, would constitute a material default under
               such Ground Lease;

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

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

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

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

          (J)  under the terms of such Ground Lease, any estoppel or consent
               letter received by the mortgagee under such Mortgage Loan from
               the lessor and the related Mortgage Loan documents, taken
               together, any related insurance proceeds, other than de minimis
               amounts for minor casualties, with respect to the leasehold
               interest, or condemnation proceeds will be applied either to the
               repair or restoration of all or part of the related Mortgaged
               Property, with the mortgagee or a trustee appointed by it having
               the right to hold and disburse such proceeds as the repair or




               restoration progresses (except in such cases where a provision
               entitling another party to hold and disburse such proceeds would
               not be viewed as commercially unreasonable by a prudent
               commercial mortgage lender), or to the payment of the outstanding
               principal balance of the Mortgage Loan, together with any accrued
               interest thereon;

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

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

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

          (xlvi) Fee Simple and Leasehold Interest. If such Mortgage Loan is
secured by the interest of the related Mortgagor under a Ground Lease and by the
related fee interest, then (A) such fee interest is subject, and subordinated of
record, to the related Mortgage, (B) the related Mortgage does not by its terms
provide that it will be subordinated to the lien of any other mortgage or other
lien upon such fee interest, and (C) upon occurrence of a default under the
terms of the related Mortgage by the related Mortgagor, the mortgagee under such
Mortgage Loan has the right (subject to the limitations and exceptions set forth
in paragraph (v) above) to foreclose upon or otherwise exercise its rights with
respect to such fee interest.

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

          (xlviii) Defeasance. If such Trust 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 Trust Mortgage Loan for defeasance or (B) require that
(1) defeasance may not occur prior to the second anniversary of the Closing
Date, (2) the Defeasance Collateral must be government securities within the
meaning of Treasury regulations section 1.860G-2(a)(8)(i) and must be sufficient
to make all scheduled payments under the related Mortgage Note when due
(assuming for each ARD Mortgage Loan that it matures on its Anticipated
Repayment Date or on the date when any open




prepayment period set forth in the related Mortgage Loan documents commences)
or, in the case of a partial defeasance that effects the release of a material
portion of the related Mortgaged Property, to make all scheduled payments under
the related Mortgage Note on that part of such Mortgage Loan equal to at least
110% of the allocated loan amount of the portion of the Mortgaged Property being
released, (3) an independent accounting firm (which may be the Mortgagor's
independent accounting firm) certify that the Defeasance Collateral is
sufficient to make such payments, (4) such Mortgage Loan be assumed by a
successor entity designated by the holder of such Mortgage Loan (or by the
Mortgagor with the approval of such lender), and (5) counsel provide an opinion
letter to the effect that the Trustee has a perfected security interest in such
Defeasance Collateral prior to any other claim or interest.

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

          (l) Mechanics' and Materialmen's Liens. As of origination and, to the
Depositor'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)). Neither the Depositor nor the Lehman Mortgage Loan Seller has
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.

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

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

          (liii) Mortgagor Formation or Incorporation. To the knowledge of the
Depositor and the Lehman Mortgage Loan Seller, the related Mortgagor is a Person
formed or incorporated in a jurisdiction within the United States.

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




Depositor has any obligation to make any capital contributions to the related
Mortgagor under the Mortgage or any other related Mortgage Loan document.

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

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

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

          (lviii) ARD Mortgage Loan. If such Mortgage Loan is an ARD Mortgage
Loan, then:

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

          (B)  such Mortgage Loan provides that from the related Anticipated
               Repayment Date through the maturity date for such Mortgage Loan,
               all excess cash flow (net of normal monthly debt service on such
               Mortgage Loan, monthly expenses reasonably related to the
               operation of the related Mortgaged Property, amounts due for
               reserves established under such Mortgage Loan, and payments for
               any other expenses, including capital expenses, related to such
               Mortgaged Property which are approved by mortgagee) will be
               applied to repay principal due under such Mortgage Loan;

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

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

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




                                  SCHEDULE III

          EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR



REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

(i) Mortgage Loan Schedule

(ii) Legal Compliance

(iii) Ownership of Mortgage Loan

(iv) No Holdback

(v) Loan Document Status                                  Park 100 - Portfolio. There is no natural person as
                                                          environmental indemnitor, and no natural person liable for
                                                          any liability in connection with the filing of a voluntary
                                                          bankruptcy or insolvency proceeding by the Mortgagor.

                                                          Arbor Court, East Hills Village, Exchange South, Hunt Club
                                                          Corners, Polaris Retail Center, Vantage 78, Vernon
                                                          Industrial, Western Green and Westfield Southlake. There
                                                          is no natural person as non-recourse guarantor or
                                                          environmental indemnitor.

                                                          Hunt Club Corners. There is no natural person as non
                                                          recourse guarantor liable for liabilities, costs, losses,
                                                          damages or expenses suffered or incurred by the lender in
                                                          connection with the filing of a voluntary bankruptcy or
                                                          insolvency proceeding by the Mortgagor.

(vi) No Right of Rescission

(vii) Assignments

(viii)First Lien                                          Walgreen's-Dallas, GA, Walgreen's-Guthrie and
                                                          Walgreen's-Harlingen. Walgreen Co., the tenant of the
                                                          Mortgaged Property, has a right of first refusal to
                                                          purchase the Mortgaged Property. The right of first
                                                          refusal shall not apply to a foreclosure, deed-in-lieu of
                                                          foreclosure or any other enforcement action under the
                                                          Mortgage, but applies to subsequent transfers of the
                                                          Mortgaged Property.






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          294 North State Street. Ultimate Broiler and Grill, a
                                                          tenant of the Mortgaged Property has a right of first
                                                          refusal to purchase the Mortgaged Property, which right
                                                          has been insured under the mortgage lender's title
                                                          insurance policy as subordinate to the Mortgage. The right
                                                          of first refusal shall not apply to a foreclosure or
                                                          deed-in-lieu of foreclosure, but applies to subsequent
                                                          transfers of the Mortgaged Property.

(ix) Taxes and Assessments

(x) No Material Damage

(xi) Title Insurance






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

(xii) Property Insurance                                  With respect to substantially all of the Lehman Trust
                                                          Mortgage Loans, the related Mortgages require that any
                                                          "financial strength" or "claims paying ability" rating
                                                          from A.M. Best to be at least "A-/VIII".

                                                          Charleston Plaza. The Mortgage permits a deductible equal
                                                          to ten percent (10%) of replacement costs for earthquake
                                                          coverage.

                                                          Hunt Club Corners. The Mortgage permits a deductible of up
                                                          to $250,000 for wind storm coverage. Upon the renewal of
                                                          the wind storm coverage, the Mortgagor (but not a
                                                          successor mortgagor) is permitted to increase the
                                                          deductible up to $500,000, but consistent with insurance
                                                          market conditions related to other commercial real estate
                                                          properties similar to the Mortgaged Property.

                                                          Premier Park of Commerce - FedEx Freight and Premier Park
                                                          of Commerce - FedEx Ground. The Mortgage permits a
                                                          deductible for wind, flood or earthquake peril, depending
                                                          on the insurance market availability, but in no event
                                                          greater than 5% of the full replacement cost, provided,
                                                          however, that the deductible for wind storm coverage shall
                                                          be no higher than the greater of (i) 7.5% of the full
                                                          replacement cost or (ii) $250,000 per building.

                                                          Westfield Southlake. If four (4) or fewer insurance
                                                          companies issue the Policies (as defined in the related
                                                          Mortgage), then at least seventy-five percent (75%) of the
                                                          insurance coverage represented by the insurance companies
                                                          must be provided by insurance companies with a credit
                                                          rating of "A+" or better by S&P and the balance must be
                                                          provided by insurance companies having a credit rating of
                                                          "BBB" or better by S&P, or if five (5) or more insurance
                                                          companies issue the Policies, then at least sixty percent
                                                          (60%) of the insurance coverage represented by the
                                                          Policies must be provided by insurance companies having a
                                                          credit rating of "A+" or better by S&P and the balance of
                                                          insurance coverage must be provided by insurance companies
                                                          having a credit rating of "BBB" or better by S&P. The
                                                          Mortgage requires the credit rating for the carriers of
                                                          terrorism insurance to be at least "BBB" by S&P or its
                                                          equivalent from the other Rating Agencies.

                                                          The Mortgage requires that the Mortgagor obtain all risk
                                                          coverage only in an amount equal to the greater of (i) the
                                                          then full replacement cost of the Mortgaged Property and
                                                          (ii) such amount that the insurer would not deem the
                                                          Mortgagor a co insurer under said policies.

                                                          Whole Foods - Cupertino. The Mortgage provides that the
                                                          insurance carried by Whole Foods Market California, Inc.
                                                          ("Whole Foods"), the tenant of 100% of the Mortgaged
                                                          Property, pursuant to the terms of the lease between
                                                          Mortgagor, as landlord, and Whole Foods, as tenant (the
                                                          "Lease") is deemed satisfactory. Whole Food's insurance
                                                          obligations under the terms of the Lease vary from the
                                                          insurance requirements set forth in the Mortgage (for
                                                          example, Whole Foods' insurance coverage is subject to its
                                                          deductible or self-insured retention and Whole Foods is
                                                          only required to obtain public liability coverage with a
                                                          combined single limit of $2,000,000 and is not required to
                                                          obtain business interruption insurance).

                                                          Walgreen's-Dallas, GA, Walgreen's-Guthrie and
                                                          Walgreen's-Harlingen. The Mortgage provides that the
                                                          insurance carried by Walgreen Co., in each case the tenant
                                                          of 100% of the Mortgaged Property, pursuant to the terms
                                                          of the lease between Mortgagor, as landlord, and Walgreen
                                                          Co., as tenant (the "Lease") is deemed satisfactory.
                                                          Walgreen Co.'s insurance obligations under the terms of
                                                          the Lease vary from the insurance requirements set forth
                                                          in the Mortgage (for example, Walgreen Co. is only
                                                          required to obtain public liability coverage with a
                                                          combined single limit of not less than $2,000,000 and is
                                                          not required to obtain business interruption insurance).
                                                          Walgreen Co. has the right to self insure but, the Lease
                                                          does not provide for any minimum credit rating as a
                                                          condition to such right (but with respect to the Mortgaged
                                                          Property securing the loan known as Walgreen's-Harlingen,
                                                          Walgreen Co.'s right to self insure is conditioned upon
                                                          the maintenance of a $100 million net worth.) In addition,
                                                          the Lease does not impose minimum claims paying rating
                                                          requirements on insurance carriers.






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

(xiii)   No Material Defaults                             Kettering Tower. Pursuant to a letter agreement between
                                                          mortgage lender and Mortgagor dated April 3, 2008 (the
                                                          "Letter Agreement"), the mortgage lender has waived
                                                          defaults under the loan documents resulting from the
                                                          filing against the Mortgaged Property of the following
                                                          mechanic's liens: (i) a mechanic's lien in the amount of
                                                          $1,708,758.21, filed by Belfor USA Group, Inc. on July 19,
                                                          2007 in the original amount of $2,555,758.21 and
                                                          subsequently reduced to $1,708,758.21 pursuant to a
                                                          partial release of mechanic's lien filed on October 25,
                                                          2007 (the "Belfor Lien"); (ii) a mechanic's lien in the
                                                          amount of $72,735.04 filed by Kastle Electric Company on
                                                          September 21, 2007 (the "Kastle Lien #1") and (iii) a
                                                          mechanic's lien in the amount of $24,073.81 filed by
                                                          Kastle Electric Company on January 3, 2008 (the "Kastle
                                                          Lien #2"). The Kastle Lien #1 and the Kastle Lien #2 were
                                                          discharged by releases of lien recorded by the lienor
                                                          against the Mortgaged Property on March 27, 2008. Pursuant
                                                          to the Letter Agreement (a) upon the Mortgagor's execution
                                                          and delivery thereof and the initial deposit by Mortgagor
                                                          with mortgage lender of an amount equal to $1,708,758.21,
                                                          the existing defaults under the loan documents relating to
                                                          the Belfor Lien, the Kastle Lien #1 and the Kastle Lien #2
                                                          are deemed waived, and (b) the Mortgagor shall deposit
                                                          with mortgage lender, in the event the Belfor Lien is not
                                                          discharged on or before June 3, 2008, an amount equal to
                                                          $136,700.66, and on each scheduled monthly payment date
                                                          due under the Mortgage Loan thereafter that the Belfor
                                                          Lien remains undischarged, an amount equal to $11,391.72.
                                                          (See exception set forth under Section (l) titled
                                                          Mechanics' and Materialmen's Liens below).

(xiv) No Payment Delinquency

(xv) Interest Accrual Basis






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

(xvi) Subordinate Debt                                    With respect to substantially all of the Lehman Trust
                                                          Mortgage Loans for which future mezzanine financing is
                                                          permitted subject to certain requirements including debt
                                                          service coverage ratio requirements, in the event that
                                                          such mezzanine financing bears interest at a floating
                                                          rate, the mortgage lender may determine the debt service
                                                          coverage ratio on the basis of a market-based constant
                                                          reasonably determined by the mortgage lender.

                                                          294 North State Street, Columbus Office Warehouse
                                                          Portfolio, Chicago Hotel Portfolio - City Suites Hotel,
                                                          Chicago Hotel Portfolio - Majestic Hotel, Chicago Hotel
                                                          Portfolio - Willows Hotel, Holiday Shopping Center and
                                                          Riverfront Place. The equity holders of the Mortgagor have
                                                          the right to obtain mezzanine financing, secured by
                                                          pledges of direct or indirect equity interests in the
                                                          Mortgagor, provided that certain requirements, among
                                                          others, are satisfied: (a) achievement of a certain
                                                          minimum debt service coverage ratio and a certain combined
                                                          maximum loan-to-value ratio; and (b) execution of a
                                                          subordination agreement by the mortgage lender and the
                                                          mezzanine lender in form and content acceptable to the
                                                          mortgage lender.

                                                          Hunt Club Corners. The Mortgagor and any direct or
                                                          indirect equity holders of the Mortgagor are permitted to
                                                          incur debt other than the related Mortgage Loan, and to
                                                          pledge of any interest in Mortgagor, Mortgagor's general
                                                          partner or any of its respective partners, members or
                                                          shareholders to secure a debt other than the Mortgage
                                                          Loan. (Also, see exception set forth under Section
                                                          (xxxiii) titled Single Purpose Entity below).

                                                          Memphis Retail Portfolio. There is currently existing
                                                          mezzanine financing which is secured by a pledge of direct
                                                          or indirect ownership interest in the Mortgagor.

(xvii) Qualified Mortgage

(xviii) Prepayment Consideration

(xix) Environmental Considerations                        See the entries in Section "(v) Loan Document Status" for
                                                          a list of the exceptions related to the parties who are
                                                          liable on the environmental indemnities and certain other
                                                          matters related to the environmental indemnity.






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          With respect to substantially all of the Lehman Trust
                                                          Mortgage Loans, environmental insurance is not required to
                                                          be carried.

                                                          MDKL Flowood. The obligations and liabilities of the
                                                          environmental indemnitors under the environmental
                                                          indemnity agreement shall terminate on the fifth (5th)
                                                          anniversary of (i) the payment in full of the Note or (ii)
                                                          the transfer of possession of the related Mortgage
                                                          Property by foreclosure, a sale pursuant to a power of
                                                          sale or delivery of a deed in lieu of foreclosure,
                                                          provided that no action shall have been instituted on the
                                                          indemnity agreement prior to said fifth (5th) anniversary.

                                                          Chicago Hotel Portfolio - City Suites Hotel, Chicago Hotel
                                                          Portfolio - Majestic Hotel and Chicago Hotel Portfolio -
                                                          Willows Hotel. The environmental indemnity does not
                                                          provide for, and excludes, any liability for diminution of
                                                          value of the Mortgaged Property.

                                                          Arbor Court, Kettering Tower and Vernon Industrial. The
                                                          environmental site assessments (or updates thereof) were
                                                          performed outside of the 12-month period preceding the
                                                          Cut-off Date.

(xx) Realization Against Real Estate Collateral

(xxi) Bankruptcy

(xxii) Loan Security

(xxiii) Amortization

(xxiv) Whole Loan

(xxv) Due-on-Encumbrance                                  See Section (xvi) titled Subordinate Debt.

(xxvi) Due-on-Sale                                        With respect to substantially all of the Lehman Trust
                                                          Mortgage Loans for which future or existing mezzanine
                                                          financing is permitted, including without limitation,
                                                          loans listed in Sections "(xvi) Subordinate Debt" and
                                                          "(xxv) Due-on-Encumbrance," upon






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          satisfaction of certain conditions, including but not
                                                          limited to, execution of a subordination and intercreditor
                                                          agreement between the mezzanine lender and the mortgage
                                                          lender, upon an event of default of the mezzanine loan,
                                                          the mezzanine lender may accelerate and foreclose on its
                                                          security interest in the pledged equity interests of the
                                                          Mortgagor without further consent from the mortgage lender
                                                          if the conditions set forth in the related intercreditor
                                                          agreement are satisfied.

                                                          Chicago Hotel Portfolio - City Suites Hotel, Chicago Hotel
                                                          Portfolio - Majestic Hotel, Chicago Hotel Portfolio -
                                                          Willows Hotel, Country Square Shopping Center, Foothills
                                                          Shopping Center, Premier Park of Commerce - FedEx Ground,
                                                          Premier Park of Commerce - FedEx Freight and West Point
                                                          Shopping Center. See exceptions set forth under Section
                                                          (xxx) titled Property Release below.

                                                          Charleston Plaza. The Mortgage permits the transfer of the
                                                          partnership interests in Dollinger Charleston Associates,
                                                          a California limited partnership, the sole member of the
                                                          Mortgagor ("Dollinger Charleston"), (i) to David B.
                                                          Dollinger or any replacement guarantor of the related loan
                                                          ("Guarantor"), (ii) to the estate of Guarantor on account
                                                          of the death of such Guarantor or (iii) to a trust or
                                                          other entity for estate planning purposes for the benefit
                                                          of the spouse, any sibling, lineal ancestor or descendant
                                                          (including a legally adopted child) and the spouse of any
                                                          lineal ancestor or descendant of Guarantor, provided that:
                                                          (A) Guarantor, either directly or indirectly through
                                                          entities for estate planning purposes, continues to own
                                                          and control the ownership interests in Mortgagor; and (B)
                                                          there is no change in the control or management of
                                                          Mortgagor or the Property. The Mortgage also permits the
                                                          one-time sale of partnership interests in Dollinger
                                                          Charleston to a real estate investment trust provided that
                                                          such real estate investment trust is owned and controlled
                                                          by Guarantor.

                                                          Exchange South. The Mortgage permits the following
                                                          transfers: (i) a public offering of equity interests in
                                                          NNN Realty Advisors, Inc. ("NNN") (carve-out guarantor of
                                                          the Mortgage Loan and equity owner in






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          Mortgagor) and any subsequent sales, transfer or issuance
                                                          of shares of stock in NNN provided: (A) such shares of
                                                          stock are listed on the New York Stock Exchange or such
                                                          other nationally recognized stock exchange and (B) the
                                                          Mortgaged Property continues to be managed by Triple Net
                                                          Properties Realty, Inc. following such public offering,
                                                          (ii) transfers by NNN Exchange South, LLC ("NNN Exchange")
                                                          during the initial TIC Transfer Period (defined herein)
                                                          and (iii) Membership Transfers (defined herein) provided:
                                                          (A) an entity owned and controlled by NNN shall continue
                                                          to be the sole manager of and control NNN and (B) if a
                                                          proposed new member shall, following the completion of the
                                                          Membership Transfer, own, together with any affiliate of
                                                          such proposed new member, more than forty-nine percent
                                                          (49%) of the non-managing membership interests in NNN, and
                                                          if, at the time of such Membership Transfer, NNN Exchange
                                                          is the owner of more than forty-nine percent (49%) of the
                                                          tenancy-in-common interests in the Mortgaged Property,
                                                          such proposed new member shall be a Qualified Transferee
                                                          (defined generally as an entity having minimum assets and
                                                          net worth) or be wholly owned and controlled by a
                                                          Qualified Transferee.

                                                          "Initial TIC Transfer Period" shall mean the period from
                                                          December 12, 2007 until the date NNN Exchange delivers a
                                                          written statement to the mortgage lender that no further
                                                          transfers of its interest shall occur.

                                                          "Membership Transfer" shall mean transfers by NNN Exchange
                                                          of more than forty-nine percent (49%) of the non-managing
                                                          membership interests in NNN Exchange or the issuance of
                                                          additional non-managing membership interests in NNN
                                                          Exchange.

                                                          Hunt Club Corners. The Mortgage permits the following
                                                          transfers: (i) the transfer of direct and indirect equity
                                                          interests in the Mortgagor to be acquired by additional
                                                          members, limited partners or shareholders in Mortgagor,
                                                          Mortgagor's general partner, or any of their respective
                                                          partners, members or shareholders, provided that after
                                                          giving effect to any such transfer, (a) B. Francis Saul
                                                          II, B. Francis Saul III, members of their respective
                                                          families, trusts






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          for the benefit of the same and/or entities controlled
                                                          directly or indirectly by any of the same, continue to
                                                          own, directly or indirectly, at least 10% in the
                                                          aggregate, of (x) the limited partnership units of the
                                                          Mortgagor, and (y) the common stock of Mortgagor's general
                                                          partner on a fully diluted basis, and retain day-to-day
                                                          management of the Mortgaged Property, and (b) the
                                                          Mortgagor's general partner continues to be the sole
                                                          managing general partner of the Mortgagor, and (ii)
                                                          transfers of the publicly traded stock of the Mortgagor's
                                                          general partner. The Mortgage also provides that a pledge
                                                          of any interest in Mortgagor, Mortgagor's general partner
                                                          or any of its respective partners, members or shareholders
                                                          shall not constitute a transfer of such interest unless
                                                          and until the interest so pledged has been transferred
                                                          pursuant to a foreclosure of the lien of such pledge.

                                                          Polaris Retail Center. The Mortgage permits Mortgagor,
                                                          United Properties, Inc. (the guarantor and indemnitor
                                                          under the loan), any successor mortgagor, guarantor or
                                                          indemnitor which is a corporation, or any general partner
                                                          or managing member of such mortgagor, guarantor or
                                                          indemnitor which is a corporation, to create or issue new
                                                          stock by which an aggregate of more than 75% or such
                                                          corporation's stock shall become vested in another party.

                                                          Whole Foods - Cupertino. The Mortgage permits transfers of
                                                          Controlling Interests (defined below) to one or more
                                                          entities which are wholly owned and controlled by Peter
                                                          Pau or any replacement guarantor or indemnitor of the
                                                          related Mortgage Loan. The term "Controlling Interests"
                                                          means the following: (x) general partnership (including
                                                          joint venture) interests or managing membership interests
                                                          in Mortgagor or in its general partners, managers or
                                                          managing members, (y) an aggregate of more than forty-nine
                                                          percent (49%) of corporate stock, limited partnership
                                                          interests, non-managing membership interests or profits
                                                          interests in Mortgagor, and (z) the power to direct the
                                                          management and policies of Mortgagor, whether by contract,
                                                          through an ownership interest or otherwise.

                                                          Village Marketplace. The acceleration of payment of the
                                                          unpaid principal balance of the Mortgage Loan is






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          not triggered by the change, removal or resignation of a
                                                          general partner of the managing member of Mortgagor if
                                                          such general partner is immediately replaced as general
                                                          partner by an entity that is solely owned and controlled
                                                          by Ronald N. Weiser.

(xxvii) Mortgagor Concentration                           Westfield Southlake

(xxviii) Waivers; Modifications                           Westfield Southlake

                                                          Kettering Tower

                                                          Walgreen's - Harlingen

                                                          Best Western - Clearwater

(xxix) Inspection

(xxx) Property Release                                    Chicago Hotel Portfolio - City Suites Hotel, Chicago Hotel
                                                          Portfolio - Majestic Hotel and Chicago Hotel Portfolio -
                                                          Willows Hotel. Individual Mortgaged Properties may be
                                                          released from the Mortgage through partial defeasance
                                                          equal to 120% of the amount of the Mortgage Loan related
                                                          to the Mortgaged Property being released in accordance
                                                          with criteria set forth in the Mortgage and the Note.

                                                          Country Square Shopping Center, Foothills Shopping Center
                                                          and West Point Shopping Center. Individual Mortgaged
                                                          Properties may be released from the Mortgage through
                                                          partial defeasance equal to 110% of the amount of the
                                                          Mortgage Loan related to the Mortgaged Property being
                                                          released in accordance with criteria set forth in the
                                                          Mortgage and the Note.

                                                          Premier Park of Commerce - FedEx Ground and Premier Park
                                                          of Commerce - FedEx Freight. Individual Mortgaged
                                                          Properties may be released from the Mortgage upon the
                                                          payment of (i) a prepayment premium (equal to the greater
                                                          of 1% of the amount prepaid and yield maintenance) and
                                                          (ii) a release price equal to the greater of (a) 110% of
                                                          outstanding amount of the Mortgage Loan related to the
                                                          Mortgaged Property being released and (b) an amount
                                                          sufficient to ensure satisfaction of a loan to value test
                                                          and a debt service coverage ratio test in accordance with
                                                          criteria set forth in the Mortgage and the Note.






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          Westfield Southlake. The Mortgagor may obtain a release of
                                                          certain portions of the Mortgaged Property for no
                                                          consideration in accordance with the criteria set forth in
                                                          the Mortgage.

(xxxi) Qualifications; Licensing; Zoning                  Memphis Retail Portfolio. The Mortgaged Property known as
                                                          Chickasaw Gardens does not comply with zoning ordinances
                                                          with respect to landscaping.

(xxxii) Property Financial Statements                     Certain of the Mortgaged Properties are hotels and
                                                          therefore rent rolls are not required.

                                                          Walgreen's-Dallas, GA, Walgreen's-Guthrie and
                                                          Walgreen's-Harlingen. For so long as the lease between the
                                                          Mortgagor, as landlord, and Walgreen Co., as tenant, is in
                                                          effect, the Mortgagor is only required to provide annual
                                                          operating statements.

(xxxiii) Single Purpose Entity                            Country Square Shopping Center, Foothills Shopping Center
                                                          and West Point Shopping Center. The Mortgage Loan is one
                                                          of several loans to Mortgagor and Affiliates of Mortgagor
                                                          having an aggregate original principal balance equal to or
                                                          greater than 2% of the Cut-off Date Balance and no opinion
                                                          of counsel regarding non-consolidation has been obtained.

                                                          Hunt Club Corners. Mortgagor is not required by the loan
                                                          documents to be a single purpose entity.

                                                          Whole Foods-Cupertino. The Mortgagor is a Single Purpose
                                                          Entity which was not newly formed at the time of the
                                                          origination of the Mortgage Loan.

                                                          Tower Parking Garage. The Mortgagor is the owner of a
                                                          certain Air Rights Parcel located above (but is not part
                                                          of) the Mortgaged Property. The Air Rights Parcel may be
                                                          developed, and easements or other agreements may be
                                                          granted, in accordance with the criteria set forth in the
                                                          Mortgage.

(xxxiv) Advancing of Funds

(xxxv) Legal Proceedings                                  Kettering Tower. Mortgagor commenced an action requesting
                                                          eviction of the ground floor restaurant tenant and for
                                                          payment of unpaid rent. In response to






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          the Mortgagor's action, the former tenant has asserted a
                                                          counterclaim against the Mortgagor seeking damages from
                                                          Mortgagor's refusal to reasonably consent to an assignment
                                                          of the lease in conjunction with a sale of the tenant's
                                                          restaurant business, alleged overpayment of rent and
                                                          retention of certain equipment purportedly owned by
                                                          tenant. Mortgagor denied liability for payment of such
                                                          damages. The court ordered that the tenant be evicted from
                                                          its premises. The tenant has vacated its premises and is
                                                          no longer paying rent.

(xxxvi) Originator Duly Authorized

(xxxvii) Trustee under Deed of Trust

(xxxviii) Cross-Collateralization

(xxxix) Flood Hazard Insurance

(xl) Engineering Assessments                              Arbor Court, Kettering Tower and Vernon Industrial. The
                                                          engineering assessments (or updates of previously
                                                          conducted engineering assessments) were performed outside
                                                          of the 12-month period preceding the Cut-off Date.

(xli) Escrows                                             Walgreen's-Harlingen. There is a tri-party escrow
                                                          agreement between the prior owner of the Mortgaged
                                                          Property ("Prior Owner"), Mortgagor and a title insurance
                                                          company whereby the Prior Owner agreed to escrow $50,000
                                                          as security for the completion by Prior Owner of certain
                                                          obligations as landlord under the lease of the Mortgaged
                                                          Property to Walgreen Co. and which will be paid to
                                                          Mortgagor in the event the Prior Owner shall fail to
                                                          complete such obligations within a certain time period.
                                                          Such escrow fund is under the control of the title
                                                          company.

(xlii) Licenses, Permits and Authorizations               See Section (xxxi) titled Qualifications; Licensing;
                                                          Zoning.

(xliii) Servicing and Collection Practices

(xliv) Fee Simple

(xlv) Leasehold Interest Only                             Whole Foods - Cupertino. (i) the Ground Lease does not
                                                          provide that non-material amendments or






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          modifications made without the consent of the mortgage
                                                          lender are not binding on such mortgage lender, its
                                                          successors and/or assigns or any purchaser at foreclosure,
                                                          (ii) the Ground Lease does not specifically provide that a
                                                          notice of lease termination is not effective unless a copy
                                                          of such notice of lease termination has been delivered to
                                                          mortgage lender, (iii) the mortgage lender is only
                                                          entitled to a new lease if the Ground Lease is (a)
                                                          rejected in a bankruptcy proceeding or (b) terminates by
                                                          reason of a condition which (x) is not known or
                                                          ascertainable by the parties on the effective date of the
                                                          Mortgage, (y) results from any applicable state or federal
                                                          law enacted after the effective date of such leasehold
                                                          mortgage and (z) would work as an inequitable forfeiture
                                                          upon the mortgage lender due to the non-curable nature of
                                                          such condition and the mortgage lender requests a new
                                                          ground lease from the ground lessor within 60 days after
                                                          such termination, (iv) the mortgage lender has 30 days
                                                          after the delivery of any default notice from the ground
                                                          lessor and, if the default is such that possession is
                                                          necessary to remedy the default, a reasonable time after
                                                          the expiration of the 30-day period, within which to
                                                          remedy such default, provided that with respect to any
                                                          cure for which possession is necessary, (a) any monetary
                                                          default shall be cured within the 30-day period and all
                                                          monetary obligations shall be paid currently when due, and
                                                          (b) the mortgage lender shall have acquired the
                                                          Mortgagor's leasehold estate or given the ground lessor
                                                          written notice that the mortgage lender intends to take
                                                          such action within such 30-day period or prior thereto,
                                                          and shall thereafter diligently and continuously prosecute
                                                          such proceedings to completion, (v) the Ground Lease does
                                                          not permit the mortgage lender to cure Lender Incurable
                                                          Events of Default (defined below), (vi) the term of the
                                                          Ground Lease only extends twelve (12) years beyond the
                                                          stated maturity date of the Mortgage Loan, (vii) proceeds
                                                          of condemnation which relate to the ground lessor's fee
                                                          interest are payable to the ground lessor rather than to
                                                          the Mortgagor or the related mortgage lender, (viii) the
                                                          Mortgaged Property may only be used for retail or
                                                          wholesale sales purposes and (ix) the ground lease
                                                          estoppel certificate (a) provides in Section 2.7 thereof
                                                          that, so long as the indebtedness secured by the Mortgage
                                                          is outstanding,






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

                                                          ground lessor agrees that any sale, transfer, assignment,
                                                          mortgage, hypothecation, pledge or other encumbrance of
                                                          its fee interest in the Mortgaged Property or in the
                                                          Ground Lease shall be subject to the Mortgage, mortgage
                                                          lender's interest in the Mortgaged Property and the Ground
                                                          Lease, and (b) also provides in Section 2.9 thereof that,
                                                          ground lessor and Mortgagor will not subordinate the
                                                          Ground Lease to any mortgage encumbering the fee interest
                                                          without providing a non-disturbance agreement for the
                                                          benefit of the Mortgagor and the mortgage lender. The
                                                          following items are considered "Lender Incurable Events of
                                                          Default": (i) Mortgagor's failure to vacate and deliver
                                                          possession of the Mortgaged Property upon the expiration
                                                          or termination of the Ground Lease; (ii) the subjection of
                                                          any right or interest of Mortgagor to attachment,
                                                          execution, or other levy, or to seizure under legal
                                                          process, if not released within 30 days provided that the
                                                          foreclosure of any leasehold mortgage permitted by
                                                          provisions of the Ground Lease relating to purchase or
                                                          construction of improvements shall not be construed as a
                                                          default within the meaning of this definition; and (iii)
                                                          an assignment by Mortgagor for the benefit of creditors or
                                                          the filing of a voluntary or involuntary petition by or
                                                          against Mortgagor under any law for the purpose of
                                                          adjudicating Mortgagor a bankrupt; or for extending time
                                                          for payment, adjustment, or satisfaction of Mortgagor's
                                                          liabilities; or for reorganization, dissolution, or
                                                          arrangement on account of or to prevent bankruptcy or
                                                          insolvency; unless the assignment or proceeding and all
                                                          consequent orders, adjudications, custodies, and
                                                          supervisors are dismissed, vacated, or otherwise
                                                          permanently stayed or terminated within 30 days after the
                                                          assignment, filing or other initial event.

(xlvi) Fee Simple and Leasehold Interest

(xlvii) Tax Lots; Utilities

(xlviii) Defeasance                                       Some of the Lehman Trust Mortgage Loans which are not ARD
                                                          loans contemplate scheduled defeasance payments calculated
                                                          as if the Mortgage Note matures upon the commencement of
                                                          the open prepayment periods.






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

(xlix) Primary Servicing Rights

(l) Mechanics' and Materialmen's Liens                    Under the law of the State of Illinois, subsequently filed
                                                          mechanic's liens can be superior to the lien of a
                                                          mortgage.

                                                          Any related mortgaged real property which is subject to
                                                          condominium documents may become subject to a lien for the
                                                          failure to pay certain common charges owed pursuant to
                                                          such documents, and that lien would be prior to the
                                                          related mortgage.

                                                          Kettering Tower. The Mortgaged Property is subject to the
                                                          Belfor Lien (as defined in Section (xiii) titled No
                                                          Material Defaults above). Pursuant to the terms and
                                                          conditions of the Letter Agreement (as defined in Section
                                                          (xiii) titled No Material Defaults), Mortgagor (i) has
                                                          deposited with mortgage lender the amount of $1,708,758.21
                                                          and (ii) unless the Belfor Lien is fully discharged on or
                                                          before June 3, 2008, is required to make additional
                                                          deposits with the mortgage lender on the dates set forth
                                                          in the Letter Agreement. The amount on deposit with
                                                          mortgage lender pursuant to the Letter Agreement may not
                                                          be sufficient to pay all amounts necessary to discharge
                                                          the Belfor Lien.

(li) Due Date

(lii) Assignment of Leases

(liii) Mortgagor Formation or Incorporation

(liv) No Ownership Interest in Mortgagor






REPRESENTATION FROM SCHEDULE II                                            PROPERTY AND EXCEPTION
-------------------------------------------------------   -----------------------------------------------------------

(lv) No Undisclosed Common Ownership                      Arbor Court and Vantage 78.

                                                          Chicago Hotel Portfolio - City Suites Hotel, Chicago Hotel
                                                          Portfolio - Majestic Hotel and Chicago Hotel Portfolio -
                                                          Willows Hotel.

                                                          Country Square Shopping Center, Foothills Shopping Center,
                                                          West Point Shopping Center.

                                                          East Hills Village and Vernon Industrial.

                                                          Jackson Retail Portfolio, Memphis Retail Portfolio and
                                                          Riverfront Place.

                                                          Premier Park of Commerce - FedEx Freight and Premier Park
                                                          of Commerce - FedEx Ground.

                                                          Walgreen's - Dallas, GA, Walgreen's - Guthrie, Walgreen's
                                                          - Harlingen.

(lvi) Loan Outstanding

(lvii) Usury

(lviii) ARD Mortgage Loan

(lviv) Appraisal




                                   SCHEDULE IV

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS



MORTGAGE LOAN NUMBER           PROPERTY NAME                        PROPERTY ADDRESS                MORTGAGE LOAN SELLER
------------------------------------------------------------------------------------------------------------------------

         14                 Park 100 - Portfolio                         Various                            LBHI
         29              Walgreens - Staten Island     1579 Forest Avenue, Staten Island, NY 10302           UBS
         33           Triangle Square Shopping Center      4731 Apex Highway, Durham, NC 27713              LBHI




                                   SCHEDULE V

                   SCHEDULE OF INITIAL DEPOSIT MORTGAGE LOANS

                                      NONE.




                                   SCHEDULE VI

                      SCHEDULE OF MORTGAGE LOANS SECURED BY
                             A HOSPITALITY PROPERTY



MORTGAGE LOAN NUMBER                 PROPERTY NAME                        PROPERTY ADDRESS           MORTGAGE LOAN SELLER
-------------------------------------------------------------------------------------------------------------------------

         4                         Westin Charlotte                   601 South College Street,               UBS
                                                                         Charlotte, NC 28202

       10.01             Chicago Hotel Portfolio - City Suites        933 West Belmont Avenue,
                                                                          Chicago, IL 60657                  LBHI

       10.02           Chicago Hotel Portfolio - Majestic Hotel       528 West Brompton Avenue,
                                                                          Chicago, IL 60657                  LBHI

       10.03            Chicago Hotel Portfolio - Willows Hotel        555 West Surf Street,
                                                                          Chicago, IL 60657                  LBHI

         13                    Best Western - Clearwater           691 South Gulfview Boulevard,
                                                                     Clearwater Beach, FL 33767              LBHI

         22                     Best Western Harrisburg               815 Eisenhower Boulevard,
                                                                  Lower Swatara Township, PA 17057            UBS

         28                      Chestnut Hill Centre               8223-8229 Germantown Avenue,
                                                                       Philadelphia, PA 19118                 UBS

         40                    Comfort Suites - Midland                 4706 Garfield Street,                LBHI
                                                                          Midland, TX 79705




                                  SCHEDULE VII

                   SCHEDULE OF EARLY DEFEASANCE MORTGAGE LOANS

                                      NONE.




                                  SCHEDULE VIII

     SCHEDULE OF ADDITIONAL MORTGAGE LOAN ORIGINATION DOCUMENTS

                                      NONE.




                                   SCHEDULE IX

                  SCHEDULE OF ADDITIONAL SECTION 2.03 DOCUMENTS

                                      NONE.




                                   SCHEDULE X

                SCHEDULE OF CLASS A-AB PLANNED PRINCIPAL BALANCES

   MONTH AND YEAR      CLASS A-AB PLANNED
OF DISTRIBUTION DATE   PRINCIPAL BALANCE
--------------------   ------------------
May 2008                 $50,023,000.00
June 2008                $50,023,000.00
July 2008                $50,023,000.00
August 2008              $50,023,000.00
September 2008           $50,023,000.00
October 2008             $50,023,000.00
November 2008            $50,023,000.00
December 2008            $50,023,000.00
January 2009             $50,023,000.00
February 2009            $50,023,000.00
March 2009               $50,023,000.00
April 2009               $50,023,000.00
May 2009                 $50,023,000.00
June 2009                $50,023,000.00
July 2009                $50,023,000.00
August 2009              $50,023,000.00
September 2009           $50,023,000.00
October 2009             $50,023,000.00
November 2009            $50,023,000.00
December 2009            $50,023,000.00
January 2010             $50,023,000.00
February 2010            $50,023,000.00
March 2010               $50,023,000.00
April 2010               $50,023,000.00
May 2010                 $50,023,000.00
June 2010                $50,023,000.00
July 2010                $50,023,000.00
August 2010              $50,023,000.00
September 2010           $50,023,000.00
October 2010             $50,023,000.00
November 2010            $50,023,000.00
December 2010            $50,023,000.00
January 2011             $50,023,000.00
February 2011            $50,023,000.00
March 2011               $50,023,000.00
April 2011               $50,023,000.00
May 2011                 $50,023,000.00
June 2011                $50,023,000.00
July 2011                $50,023,000.00




  MONTH AND YEAR       CLASS A-AB PLANNED
OF DISTRIBUTION DATE   PRINCIPAL BALANCE
--------------------   ------------------
August 2011              $50,023,000.00
September 2011           $50,023,000.00
October 2011             $50,023,000.00
November 2011            $50,023,000.00
December 2011            $50,023,000.00
January 2012             $50,023,000.00
February 2012            $50,023,000.00
March 2012               $50,023,000.00
April 2012               $50,023,000.00
May 2012                 $50,023,000.00
June 2012                $50,023,000.00
July 2012                $50,023,000.00
August 2012              $50,023,000.00
September 2012           $50,023,000.00
October 2012             $50,023,000.00
November 2012            $50,023,000.00
December 2012            $50,023,000.00
January 2013             $50,023,000.00
February 2013            $50,023,000.00
March 2013               $50,023,000.00
April 2013               $49,997,237.34
May 2013                 $48,861,000.00
June 2013                $47,818,000.00
July 2013                $46,670,000.00
August 2013              $45,615,000.00
September 2013           $44,554,000.00
October 2013             $43,389,000.00
November 2013            $42,315,000.00
December 2013            $41,139,000.00
January 2014             $40,053,000.00
February 2014            $38,961,000.00
March 2014               $37,569,000.00
April 2014               $36,461,000.00
May 2014                 $35,249,000.00
June 2014                $34,128,000.00
July 2014                $32,904,000.00
August 2014              $31,771,000.00
September 2014           $30,631,000.00
October 2014             $29,388,000.00
November 2014            $28,235,000.00
December 2014            $26,980,000.00
January 2015             $25,813,000.00
February 2015            $24,641,000.00
March 2015               $23,174,000.00
April 2015               $21,987,000.00
May 2015                 $20,698,000.00




  MONTH AND YEAR       CLASS A-AB PLANNED
OF DISTRIBUTION DATE   PRINCIPAL BALANCE
--------------------   ------------------
June 2015                $19,498,000.00
July 2015                $18,195,000.00
August 2015              $16,981,000.00
September 2015           $15,760,000.00
October 2015             $14,438,000.00
November 2015            $13,203,000.00
December 2015            $11,867,000.00
January 2016             $10,618,000.00
February 2016            $ 9,363,000.00
March 2016               $ 7,911,000.00
April 2016               $ 6,641,000.00
May 2016                 $ 5,270,000.00
June 2016                $ 3,985,000.00
July 2016                $ 2,599,000.00
August 2016              $ 1,300,000.00
September 2016 and
thereafter               $         0.00




                                   SCHEDULE XI

         SCHEDULE OF SIGNIFICANT OBLIGOR FINANCIAL STATEMENT RECIPIENTS

Tricia B. Hall
Phone: (212) 526-5850
Email: thall@lehman.com

David Nass
Phone: (212) 526-8829
Email: dnass@lehman.com

Justin Driscoll
Phone: (212) 526-1793
Email: jdriscol@lehman.com

Jennifer Matthei
Phone: (212) 526-
Email: jmatthei@lehman.com

Eric Sadkin
Phone: (212) 536-0221
Email: eric.sadkin@lehman.com

Jingying Wu
Phone: (212) 526-2517
Email: jingying.wu@lehman.com

Emily Small
Phone: (212) 526-3849
Email: esmall@lehman.com / emily.small@lehman.com

John Schwartz
Phone: (404) 420-5509
Email: jschwartz@trimontrea.com




                                  SCHEDULE XII

                    SCHEDULE OF EARNOUT TRUST MORTGAGE LOANS

MORTGAGE LOAN NUMBER     PROPERTY NAME      MORTGAGE LOAN SELLER
--------------------   ------------------   --------------------
        19             Bashas Gold Canyon           LBHI
        30                Arbor Court               LBHI
        45                 Vantage 78               LBHI




                                  SCHEDULE XIII

              SCHEDULE OF SERVICED COMBINATION TRUST MORTGAGE LOANS(1)

A. Westin Charlotte Loan Combination (Aggregate Principal Balance of
$180,000,000)

     i.   Westin Charlotte Trust Mortgage Loan.
          1.   Cut-off Date Balance: $75,250,000

     ii.  Westin Charlotte Non-Trust Mortgage Loan(s)

          1.   Original Principal Balance: $109,750,000
          2.   Holder: UBS Real Estate Securities, Inc.

B. Kettering Tower Loan Combination (Aggregate Principal Balance of $35,500,000)

          i.   Kettering Tower Trust Mortgage Loan.
               1.   Cut-off Date Balance: $28,000,000

          ii.  Kettering Tower Non-Trust Mortgage Loan(s)

               1.   Original Principal Balance: $7,500,000
               2.   Holder: Lehman Brothers Holdings, Inc.

C. Best Western-Clearwater Loan Combination (Aggregate Principal Balance of
$21,100,000)

          i.   Best Western-Clearwater Trust Mortgage Loan.

               1.  Cut-off Date Balance: $19,100,000

          ii.  Best Western-Clearwater Non-Trust Mortgage Loan(s)

               1.   Original Principal Balance: $2,000,000
               2.   Holder: Lehman Brothers Holdings, Inc.

(1)  All principal balances are as of the Cut-off Date.




                                  SCHEDULE XIV

        SCHEDULE OF OUTSIDE SERVICED COMBINATION TRUST MORTGAGE LOANS(1)

A. Sears Tower Loan Combination (Aggregate Principal Balance of $780,000,000)

     i.   Sears Tower Trust Mortgage Loan (note A-3-A-1) (2) (3)
               a.   Original Principal Balance: $20,000,000

     ii.  Sears Tower Non-Trust Mortgage Loan(s)

          1.   the Sears Tower note A-1 non-trust loan

               a.   Original Principal Balance: $340,000,000
               b.   Holder: Outside Trustee under the Sears Tower Servicing
                    Agreement

          2.   the Sears Tower note A-2-A non-trust loan

               a.   Original Principal Balance: $50,000,000
               b.   Holder: Trustee under the LB-UBS 2007-C7 Servicing Agreement

          3.   the Sears Tower note A-2-B non-trust loan

               a.   Original Principal Balance: $16,670,000
               b.   Holder: Third Party Institutional Noteholder

          4.   the Sears Tower note A-3-A-2 trust loan

               a.   Original Principal Balance: $185,000,000
               b.   Holder: UBS Real Estate Securities Inc.

          5.   the Sears Tower note A-3-B non-trust loan (3)

               a.   Original Principal Balance: $68,330,000
               b.   Holder: Third Party Institutional Noteholder

          5.   one or more subordinate B-note non-trust loans totaling

               a.   Original Principal Balance: $100,000,000
               b.   Holder: Third Party Institutional Noteholder

(1)  All principal balances are as of the Cut-off Date.

(2)  The Sears Tower Trust Mortgage Loan and the Sears Tower note A-3-A-2
     non-trust loan in the Sears Tower note A-3-A sub-loan combination are pari
     passu in right of payment with each other.

(3)  The Sears Tower note A-3-A sub-loan combination (of which the Sears Tower
     Trust Mortgage Loan is a component) is the senior component and the Sears
     Tower note A-3-B non-trust loan is the junior component in the Sears Tower
     note A-3 loan combination in the aggregate principal amount of
     $273,330,000.




                                   SCHEDULE XV

               SCHEDULE OF MEZZANINE-RELATED TRUST MORTGAGE LOANS

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

     9        Memphis Retail Portfolio
                                                                      LBHI
   10.01      Chicago Hotel Portfolio - City Suites Hotel
                                                                      LBHI
   10.02      Chicago Hotel Portfolio - Majestic Hotel
                                                                      LBHI
   10.03      Chicago Hotel Portfolio - Willows Hotel
                                                                      LBHI
    14        Park 100- Portfolio
                                                                      LBHI
    25        Columbus Office Warehouse Portfolio
                                                                      LBHI
    32        Holiday Shopping Center
                                                                      LBHI
    41        Riverfront Place
                                                                      LBHI
    55        294 North State Street
                                                                      LBHI




                                  SCHEDULE XVI

                       SIGNIFICANT OBLIGOR TRACKING SHEET



                                                                                         QUARTERLY     ANNUAL
                                                                                        STMTS (DATE  STMTS (DATE
                                                                                           DUE          DUE
                                                                                         FOLLOWING    FOLLOWING
     DEAL       DEAL   PROS   BORROWER  PROP   PROPERTY      PROPERTY       PROPERTY      END OF       END OF
     NAME        NO.  ID NO.    NAME     NO.     NAME         ADDRESS     CITY, STATE     PERIOD)      PERIOD)
--------------  ----  ------  --------  ----  ----------  --------------  ------------  -----------  -----------

LB-UBS 2008-C1                            2   Chevy Case  5425 Wisconsin  Chevy Chase,   45 days(1)  45 days(1)
                                              Center      Avenue          Maryland,
                                                                          20815


                                                                                    MOST
                                                                           MOST    RECENT
                                                                          RECENT   PERIOD
                                                                          PERIOD    STMT      NEXT      NEXT
        REPORTING REQUIREMENTS UNDER THE LOAN            LOCATION OF      STMT     RECEIVE   PERIOD    PERIOD
                      DOCUMENTS                          INFORMATION     END DATE   DATE    STMT END  STMT DUE
---------------------------------------------------  ------------------  --------  -------  --------  --------

                                                     Section 10.1 of
                                                     the Chevy Chase
                                                     Center IDOT and
                                                     Section 18(c) of
                                                     the Chevy Chase
                                                     Center IDOT
                                                     Guaranty Agreement
                                                     (2)




(1)  The financial statements noted in the above chart are not required to be
     delivered under the related loan documents but a request therefore is
     required to be made by the Master Servicer pursuant to Section 8.15(s) of
     the Pooling and Servicing Agreement.

(2)  The referenced sections of the related loan documents state that financial
     statements are required to be delivered upon request. The Master Servicer
     is required to make a request under Section 8.15(s) of the Pooling and
     Servicing Agreement.




                                   EXHIBIT A-1

            FORM OF CLASS [A-1] [A-AB] [A-2] [A-M] [A-J] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2008-C1
            CLASS [A-1] [A-AB] [A-2] [A-M] [A-J] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: As set forth in the Pooling and Servicing Agreement referred
to herein

Date of Pooling and Servicing Agreement: April 11, 2008

Cut-off Date: April 11, 2008

Closing Date: April 29, 2008

First Distribution Date: May 16, 2008

Master Servicer: Wachovia Bank, National Association

Special Servicer: CWCapital Asset Management LLC

Certificate No. [A-1] [A-AB] [A-2] [A-M] [A-J]-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $____________

Class Principal Balance of all the Class [A-1] [A-AB] [A-2] [A-M] [A-J]
Certificates as of the Closing Date: $____________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date: $1,007,111,098

Trustee: LaSalle Bank National Association

CUSIP No.: _____________


                                     A-1-1




[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL
ASSET MANAGEMENT LLC, LASALLE BANK NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

[FOR CLASS A-M AND A-J CERTIFICATES: THE CLASS OF CERTIFICATES TO WHICH THIS
CERTIFICATE BELONGS IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES
OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its


                                     A-1-2




"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
CWCapital Asset Management LLC, as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), and LaSalle Bank
National Association, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date");
provided that, if the initial Distribution Date occurs in the same calendar
month as the Closing Date, then the Record Date for the initial Distribution
Date shall be the Closing Date. Such distributions shall be in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions generally no less
than five (5) Business Days prior to the Record Date for such distribution or,
in the case of the first such distribution, no later than the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution in respect of this Certificate
(determined without regard to any possible future reimbursement of any related
Loss Reimbursement Amount) will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any related Loss Reimbursement Amount,
which reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.


                                     A-1-3




          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.


                                     A-1-4




          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, any Controlling Class
Certificateholder (with priority among such Holders being given to the Holder of
Certificates representing the greatest Percentage Interest in the Controlling
Class), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in the order of priority set forth in the Agreement, to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1.0% of the
initial aggregate Certificate Principal Balance of all of the Principal Balance
Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and any Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-1-5




          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-1] [A-AB] [A-2] [A-M] [A-J] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-1-6




                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:


                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to ________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-1-7




                                   EXHIBIT A-2

                           FORM OF CLASS X CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2008-C1
              CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: As set forth in the Pooling and Servicing Agreement referred
to herein

Date of Pooling and Servicing Agreement: April 11, 2008

Cut-off Date: April 11, 2008

Closing Date: April 29, 2008

First Distribution Date: May 16, 2008

Master Servicer: Wachovia Bank, National Association

Special Servicer: CWCapital Asset Management LLC

Certificate No. X-___

Initial Certificate Notional Amount of this Certificate as of the Closing Date:
$_____________

Class Notional Amount of all the Class X Certificates as of the Closing Date:
$____________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date: $1,007,111,098

Trustee: LaSalle Bank National Association

CUSIP No.: _____________


                                     A-2-1




[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL
ASSET MANAGEMENT LLC, LASALLE BANK NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES MULTIPLE
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE


                                     A-2-2




A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY
DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS
OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), CWCapital Asset
Management LLC, as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), and LaSalle Bank National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date");
provided that, if the initial Distribution Date occurs in the same calendar
month as the Closing Date, then the Record Date for the initial Distribution
Date shall be the Closing Date. Such distributions shall be in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions generally no less
than five (5) Business Days prior to the Record Date for such distribution or,
in the case of the first such distribution, no later than the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution in respect of this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon


                                     A-2-3




presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator,
the Trustee, any Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate


                                     A-2-4




does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
attached to the Agreement are, with respect to the subject Transfer, true and
correct; provided that, with the consent of the Depositor and subject to
satisfaction of such other conditions as are provided for in the Agreement,
Definitive Non-Registered Certificates that are Investment Grade Certificates
may be transferred to and held by Individual Accredited Investors. Except as
contemplated by the proviso to the prior sentence, Definitive Non-Registered
Certificates of the Class to which this Certificate belongs may only be held by
Qualified Institutional Buyers and Institutional Accredited Investors.

          No beneficial interest in a Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by any Person that is not
a Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates that
constitutes a Class of Investment Grade Certificates may be transferred to any
Non-United States Securities Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates, provided that the Certificate Owner desiring to effect such
Transfer (i) obtains from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit F-2D to the Agreement
to the effect that such Transferee is not a United Stated Securities Person and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a certificate from such Certificate Owner confirming its ownership
of the beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with clause
(i) above and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Trustee, as transfer agent for the Depository, to approve the debit of the
account of a Depository Participant by a denomination of interests in such Rule
144A Global Certificate, and approve the credit of the account of a Depository
Participant by a denomination of interests in such Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon
delivery to the Certificate Registrar and the Trustee of such certifications and
such orders and instructions, and provided that the subject Class of Book-Entry
Non-Registered Certificates constitutes a Class of Investment Grade
Certificates, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of the subject Class of


                                     A-2-5




Book-Entry Non-Registered Certificates, and increase the denomination of the
Regulation S Global Certificate for such Class of Certificates, by the
denomination of the beneficial interest in such Class of Certificates specified
in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates that constitutes a Class of Investment Grade
Certificates shall be required to obtain from such Certificate Owner's
prospective Transferee a certificate substantially in the form set forth in
Exhibit F-2D to the Agreement to the effect that such Transferee is not a United
States Securities Person. If any Transferee of an interest in the Regulation S
Global Certificate for any Class of Book-Entry Non-Registered Certificates does
not, in connection with the subject Transfer, deliver to the Transferor the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2D to the Agreement are, with respect to the subject Transfer, true
and correct. No Regulation S Global Certificate will be issued with respect to
any Class of Non-Registered Certificates that are not Investment Grade
Certificates.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Trustee (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate or Opinion of Counsel to be obtained by such Certificate
Owner from its prospective Transferee in accordance with the second sentence of
the third paragraph above this paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as


                                     A-2-6




are required under the applicable procedures of the Depository to direct the
Trustee to debit the account of a Depository Participant by the denomination of
the transferred interests in such Global Certificate. Upon delivery to the
Certificate Registrar and the Trustee of the certifications and/or opinions
contemplated by the fifth paragraph above this paragraph, the Trustee, subject
to and in accordance with the applicable procedures of the Depository, shall
reduce the denomination of the subject Global Certificate by the denomination of
the transferred interests in such Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Global Certificate, and in a
denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with the
Agreement to the applicable Transferee. Any interest in a Global Certificate
with respect to any Class of Book-Entry Non-Registered Certificates that
constitutes a Class of Investment Grade Certificates may be transferred by any
Certificate Owner holding such interest to an Individual Accredited Investor
only with the consent of the Depositor and upon satisfaction of such other
conditions as are set forth in the Agreement.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Trustee, any Fiscal Agent,
the Master Servicer, the Special Servicer, the Tax Administrator, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii)


                                     A-2-7




if this Certificate is rated in one of the four highest generic rating
categories by either Rating Agency, and this Certificate or an interest herein
is being acquired by or on behalf of a Plan in reliance on any of Prohibited
Transaction Exemption 91-14, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and (Y) is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing an Outside Serviced Trust Mortgage Loan or administering an Outside
Administered REO Property, the Class A-2FL Swap Counterparty, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Global Certificate) a certification and/or Opinion of Counsel as required by the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate or any interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind


                                     A-2-8




(including opinions or other tax analyses) that are provided to the taxpayer
relating to such tax treatment and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, any Controlling Class
Certificateholder (with priority among such Holders being given to the Holder of
Certificates representing the greatest Percentage Interest in the Controlling
Class), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in the order of priority set forth in the Agreement, to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1.0% of the
initial aggregate Certificate Principal Balance of all of the Principal Balance
Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and any Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit -under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York


                                     A-2-9




General Obligations Law), and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-2-10




          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class X Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-2-11




                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:


                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to ________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-2-12




                                   EXHIBIT A-3

                         FORM OF CLASS A-2FL CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2008-C1
            CLASS A-2FL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: As set forth in the Pooling and Servicing Agreement referred
to herein

Date of Pooling and Servicing Agreement: April 11, 2008

Cut-off Date: April 11, 2008

Closing Date: April 29, 2008

First Distribution Date: May 16, 2008

Master Servicer: Wachovia Bank, National Association

Special Servicer: CWCapital Asset Management LLC

Certificate No. A-2FL-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $_____________

Class Principal Balance of all the Class A-2FL Certificates as of the Closing
Date: $______________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date: $1,007,111,098

Trustee: LaSalle Bank National Association

CUSIP No.: _____________


                                      A-3-1




[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL
ASSET MANAGEMENT LLC, LASALLE BANK NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A GRANTOR TRUST WHOSE ASSETS INCLUDE, AMONG OTHER THINGS, AN
INTEREST RATE SWAP AGREEMENT AND A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE CODE.


                                      A-3-2




THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), and LaSalle Bank National Association, as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date");
provided that, if the initial Distribution Date occurs in the same calendar
month as the Closing Date, then the Record Date for the initial Distribution
Date shall be the Closing Date. Such distributions shall be in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions generally no less
than five (5) Business Days prior to the Record Date for such distribution or,
in the case of the first such distribution, no later than the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution in respect of this Certificate
(determined without regard to any possible future reimbursement of any related
Loss Reimbursement Amount) will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any related Loss Reimbursement Amount,
which reimbursement is to occur after the


                                      A-3-3




date on which this Certificate is surrendered as contemplated by the preceding
sentence, will be made by check mailed to the address of the Holder that
surrenders this Certificate as such address last appeared in the Certificate
Register or to any such other address of which the Trustee is subsequently
notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to payments
under the Class A-2FL Swap Agreement and certain collections and recoveries
respecting the Mortgage Loans, all as more specifically set forth herein and in
the Agreement. As provided in the Agreement, withdrawals from the Custodial
Accounts, the Collection Account, the Class A-2FL Floating Rate Account and, if
established, the REO Accounts may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory


                                      A-3-4




to the Trustee to the effect that such Transferee is an Institutional Accredited
Investor or a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Tax Administrator, the Trustee, any Fiscal Agent or
the Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct; provided that, with the
consent of the Depositor and subject to satisfaction of such other conditions as
are provided for in the Agreement, Definitive Non-Registered Certificates that
are Investment Grade Certificates may be transferred to and held by Individual
Accredited Investors. Except as contemplated by the proviso to the prior
sentence, Definitive Non-Registered Certificates of the Class to which this
Certificate belongs may only be held by Qualified Institutional Buyers and
Institutional Accredited Investors.

          No beneficial interest in a Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by any Person that is not
a Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates that
constitutes a Class of Investment Grade Certificates may be transferred to any
Non-United States Securities Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates, provided that the Certificate Owner desiring to effect such
Transfer (i) obtains from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit F-2D to the Agreement
to the effect that such Transferee is not a United Stated Securities Person and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a certificate from such Certificate Owner confirming its ownership
of the beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with clause
(i) above and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Trustee, as transfer agent for the Depository, to approve the debit of the
account of a Depository Participant by a denomination of interests in such Rule
144A Global Certificate, and


                                      A-3-5




approve the credit of the account of a Depository Participant by a denomination
of interests in such Regulation S Global Certificate, that is equal to the
denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certifications and such orders and
instructions, and provided that the subject Class of Book-Entry Non-Registered
Certificates constitutes a Class of Investment Grade Certificates, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Rule 144A Global Certificate in respect of
the subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Regulation S Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates that constitutes a Class of Investment Grade
Certificates shall be required to obtain from such Certificate Owner's
prospective Transferee a certificate substantially in the form set forth in
Exhibit F-2D to the Agreement to the effect that such Transferee is not a United
States Securities Person. If any Transferee of an interest in the Regulation S
Global Certificate for any Class of Book-Entry Non-Registered Certificates does
not, in connection with the subject Transfer, deliver to the Transferor the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2D to the Agreement are, with respect to the subject Transfer, true
and correct. No Regulation S Global Certificate will be issued with respect to
any Class of Non-Registered Certificates that are not Investment Grade
Certificates.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Trustee (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate or Opinion of Counsel to be obtained by such Certificate
Owner from its prospective Transferee in accordance with the second sentence of
the third paragraph above this paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.


                                      A-3-6




          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the fifth paragraph above this paragraph, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee. Any interest in a
Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates that constitutes a Class of Investment Grade Certificates may be
transferred by any Certificate Owner holding such interest to an Individual
Accredited Investor only with the consent of the Depositor and upon satisfaction
of such other conditions as are set forth in the Agreement.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Trustee, any Fiscal Agent,
the Master Servicer, the Special Servicer, the Tax Administrator, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect


                                      A-3-7




that such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate or such interest
herein by such prospective Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code,
by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60;
or (iii) if this Certificate is rated in one of the four highest generic rating
categories by either Rating Agency, and this Certificate or an interest herein
is being acquired by or on behalf of a Plan in reliance on Prohibited
Transaction Exemption 91-14, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and (Y) is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Class
A-2FL Swap Counterparty, the Master Servicer, the Special Servicer, any
Sub-Servicer, any Person responsible for servicing an Outside Serviced Trust
Mortgage Loan or administering an Outside Administered REO Property, the Class
A-2FL Swap Counterparty, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y), and if the Class A-2FL Swap Agreement is still in effect, a second
certification to the effect that its acquisition and holding of this Certificate
or an interest herein are eligible for the exemptive relief available under at
least one of Prohibited Transaction Exemption 84-14, 90-1, 91-38, 96-23 or
95-60; or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.
If any Transferee of a Certificate (including a Registered Certificate) or any
interest therein does not, in connection with the subject Transfer, deliver to
the Certificate Registrar (in the case of a Definitive Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code. Each beneficial owner of a Class A-2FL Certificate, or any
interest therein, is hereby deemed to have represented by virtue of its
acquisition of such Certificate, that


                                      A-3-8




either (i) it is not a Plan or person using plan assets or (ii) both (a) it is
an "accredited investor" as defined in Rule 501(a)(1) under the Securities Act,
and it is acquiring such Certificate or interest therein in reliance on
Prohibited Transaction Exemption 91-14 and (b) its acquisition and holding of
that certificate or interest therein are eligible for the exemptive relief
available under at least one of Prohibited Transaction Exemption 84-14, 90-1,
91-38, 96-23 or 95-60.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, any Controlling Class
Certificateholder (with priority among such Holders being given to the Holder of
Certificates representing the greatest Percentage Interest in the Controlling
Class), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in the order of priority set forth in the Agreement, to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however,


                                      A-3-9




such right to purchase is subject to the aggregate Stated Principal Balance of
the Mortgage Pool at the time of purchase being less than 1.0% of the initial
aggregate Certificate Principal Balance of all of the Principal Balance
Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and any Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-3-10




          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-2FL Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                             -----------------------------------
                                             Authorized Officer


                                     A-3-11




                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
____________________________________________ for the account of ________________
______________________________________________________________________________ .

          Distributions made by check (such check to be made payable to_________
________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
_______________________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-3-12




                                   EXHIBIT A-4

  FORM OF CLASS [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
                                   CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2008-C1
      CLASS [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: As set forth in the Pooling and Servicing Agreement referred
to herein

Date of Pooling and Servicing Agreement: April 11, 2008

Cut-off Date: April 11, 2008

Closing Date: April 29, 2008

First Distribution Date: May 16, 2008

Master Servicer: Wachovia Bank, National Association

Special Servicer: CWCapital Asset Management LLC

Certificate No. [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S]
[T]-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $____________

Class Principal Balance of all the Class [B] [C] [D] [E] [F] [G] [H] [J] [K] [L]
[M] [N] [P] [Q] [S] [T] Certificates as of the Closing Date: $______________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date: $1,007,111,098

Trustee: LaSalle Bank National Association

CUSIP No.: _____________


                                      A-4-1




[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL
ASSET MANAGEMENT LLC, LASALLE BANK NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A


                                      A-4-2




"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), and LaSalle Bank National Association, as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date");
provided that, if the initial Distribution Date occurs in the same calendar
month as the Closing Date, then the Record Date for the initial Distribution
Date shall be the Closing Date. Such distributions shall be in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions generally no less
than five (5) Business Days prior to the Record Date for such distribution or,
in the case of the first such distribution, no later than the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution in respect of this Certificate
(determined without regard to any possible future reimbursement of any related
Loss Reimbursement Amount) will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as


                                      A-4-3




provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any related Loss
Reimbursement Amount, which reimbursement is to occur after the date on which
this Certificate is surrendered as contemplated by the preceding sentence, will
be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate


                                      A-4-4




from such Certificateholder's prospective Transferee substantially in the form
attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the
effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee, any Fiscal Agent or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct; provided that, with the
consent of the Depositor and subject to satisfaction of such other conditions as
are provided for in the Agreement, Definitive Non-Registered Certificates that
are Investment Grade Certificates may be transferred to and held by Individual
Accredited Investors. Except as contemplated by the proviso to the prior
sentence, Definitive Non-Registered Certificates of the Class to which this
Certificate belongs may only be held by Qualified Institutional Buyers and
Institutional Accredited Investors.

          No beneficial interest in a Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by any Person that is not
a Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct. Furthermore, if this Certificate constitutes a Rule
144A Global Certificate for the Class T Certificates and a Transfer of any
interest herein is to be made without registration under the Securities Act, any
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein may not sell or otherwise transfer this Certificate or any
interest herein unless it has provided the Depositor with prior written notice
of such transfer (together with a copy of the certificate (executed by the
proposed transferee) or Opinion of Counsel referred to above in this paragraph);
such notice to be delivered to Structured Asset Securities Corporation II, 745
Seventh Avenue, New York, New York 10019, Attention: Scott Lechner--LB-UBS
Commercial Mortgage Trust 2008-C1, facsimile number: (646) 758-4203.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates that
constitutes a Class of Investment Grade Certificates may be transferred to any
Non-United States Securities Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates,


                                      A-4-5




provided that the Certificate Owner desiring to effect such Transfer (i) obtains
from such Certificate Owner's prospective Transferee a certificate substantially
in the form set forth in Exhibit F-2D to the Agreement to the effect that such
Transferee is not such a United Stated Securities Person and (ii) delivers or
causes to be delivered to the Certificate Registrar and the Trustee (A) a
certificate from such Certificate Owner confirming its ownership of the
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with clause
(i) above and (C) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Trustee, as transfer agent for the Depository, to approve the debit of the
account of a Depository Participant by a denomination of interests in such Rule
144A Global Certificate, and approve the credit of the account of a Depository
Participant by a denomination of interests in such Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon
delivery to the Certificate Registrar and the Trustee of such certifications and
such orders and instructions, and provided that the subject Class of Book-Entry
Non-Registered Certificates constitutes a Class of Investment Grade
Certificates, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Regulation S Global
Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates that constitutes a Class of Investment Grade
Certificates shall be required to obtain from such Certificate Owner's
prospective Transferee a certificate substantially in the form set forth in
Exhibit F-2D to the Agreement to the effect that such Transferee is not a United
States Securities Person. If any Transferee of an interest in the Regulation S
Global Certificate for any Class of Book-Entry Non-Registered Certificates does
not, in connection with the subject Transfer, deliver to the Transferor the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2D to the Agreement are, with respect to the subject Transfer, true
and correct. No Regulation S Global Certificate will be issued with respect to
any Class of Non-Registered Certificates that are not Investment Grade
Certificates.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Trustee (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate or Opinion of Counsel to be obtained by such Certificate
Owner from its prospective Transferee in accordance with the second sentence of
the third paragraph above this paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a


                                      A-4-6




Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the fifth paragraph above this paragraph, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee. Any interest in a
Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates that constitutes a Class of Investment Grade Certificates may be
transferred by any Certificate Owner holding such interest to an Individual
Accredited Investor only with the consent of the Depositor and upon satisfaction
of such other conditions as are set forth in the Agreement.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Trustee, any Fiscal Agent,
the Master Servicer, the Special Servicer, the Tax Administrator, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or


                                      A-4-7




such interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in connection
with the initial issuance of the Certificates or any Transfer of this
Certificate or any interest herein by the Depositor, Lehman Brothers Inc. or any
of their respective Affiliates or, if this Certificate constitutes a Global
Certificate, any Transfer of this Certificate to a successor Depository or to
the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, and, if
this Certificate constitutes a Global Certificate, any Certificate Owner
transferring an interest herein shall be required to obtain from its prospective
Transferee, one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate or such interest
herein by such prospective Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code,
by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60;
or (iii) if this Certificate is rated in one of the four highest generic rating
categories by either Rating Agency, and this Certificate or an interest herein
is being acquired by or on behalf of a Plan in reliance on any of Prohibited
Transaction Exemption 91-14, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act and (Y) is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing an Outside Serviced Trust Mortgage Loan or administering an Outside
Administered REO Property, any Exemption-Favored Party, the Class A-2FL Swap
Counterparty or any Mortgagor with respect to Mortgage Loans constituting more
than 5% of the aggregate unamortized principal balance of all the Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees that are Plans a written
representation that such Transferee, if a Plan, satisfies the requirements of
the immediately preceding clauses (X) and (Y), together with a written agreement
that such Transferee will obtain from each of its Transferees that are Plans a
similar written representation regarding satisfaction of the requirements of the
immediately preceding clauses (X) and (Y); or (iv) a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (if
this Certificate constitutes a Definitive Certificate) or the Transferor (if
this Certificate constitutes a Global Certificate) a certification and/or
Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to


                                      A-4-8




cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, any Controlling Class
Certificateholder (with priority among such Holders being given to the Holder of
Certificates representing the greatest Percentage Interest in the Controlling
Class), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in the order of priority set forth in the Agreement, to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1.0% of the
initial aggregate Certificate Principal Balance of all of the Principal Balance
Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and any


                                      A-4-9




Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-4-10




          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                        By:
                                           -------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M]
[N] [P] [Q] [S] [T] Certificates referred to in the within-mentioned Agreement.

Dated:  _____________

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                             -----------------------------------
                                             Authorized Officer


                                     A-4-11




                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
__________________________ for the account of __________________________________
_______________________________________________________________________________.

          Distributions made by check (such check to be made payable to ________
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-4-12




                                   EXHIBIT A-5

              FORM OF CLASS [R-I] [R-II] [R-III] [R-LR] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2008-C1
              CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Date of Pooling and Servicing Agreement: April 11, 2008

Cut-off Date: April 11, 2008

Closing Date: April 29, 2008

First Distribution Date: May 16, 2008

Master Servicer: Wachovia Bank, National Association

Special Servicer: CWCapital Asset Management LLC

Certificate No. [R-I] [R-II] [R-III] [R-LR]-___

Percentage Interest evidenced by this Certificate in the related Class: ___%

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date: $1,007,111,098

Trustee: LaSalle Bank National Association


                                      A-5-1




THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL
ASSET MANAGEMENT LLC, LASALLE BANK NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

          This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership


                                      A-5-2




interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), CWCapital Asset
Management LLC, as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), and LaSalle Bank National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date");
provided that, if the initial Distribution Date occurs in the same calendar
month as the Closing Date, then the Record Date for the initial Distribution
Date shall be the Closing Date. Such distributions shall be in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions generally no less
than five (5) Business Days prior to the Record Date for such distribution or,
in the case of the first such distribution, no later than the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution in respect of this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.


                                      A-5-3




          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Trustee to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the
Trustee, any Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject Transfer, deliver to the Certificate Registrar the
certification described in clause (i) of the preceding sentence or the Opinion
of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2A attached to the Agreement are, with
respect to the subject Transfer, true and correct. Residual Interest
Certificates may only be held by Qualified Institutional Buyers.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Underwriters, the Trustee, any Fiscal Agent, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate Registrar
and their respective Affiliates against


                                      A-5-4




any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such Transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

          Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will


                                      A-5-5




endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if a Responsible Officer of either the Trustee or the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee.

          Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulations section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

          The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

          A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom, as determined by the
Trustee (based upon an Opinion of Counsel, obtained at the request of the
Trustee at the expense of such Person or the Person seeking to Transfer a
Residual Interest Certificate, supporting such determination), the Transfer of a
Residual Interest Certificate may cause any REMIC Pool to fail to qualify as a
REMIC at any time that any Certificate is outstanding, (iii) a Disqualified
Non-United States Tax Person, (iv) a Disqualified Partnership or (v) a foreign
permanent establishment or fixed base (within the meaning of any applicable
income tax treaty between the United States and any foreign jurisdiction) of a
United States Tax Person.

          A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the Trustee
or the Tax Administrator based upon an opinion of counsel that the holding of an
Ownership Interest in a Residual Interest Certificate by such Person may cause
the Trust or any Person having an


                                      A-5-6




Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Interest Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

          A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons or as to which the partnership agreement does not
prohibit transfers of partnership interests to Disqualified Non-United States
Tax Persons.

          A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust (or to the extent provided in the Treasury regulations, if the trust was
in existence on August 20, 1996 and elected to be treated as a United States
person), all within the meaning of Section 7701(a)(30) of the Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).


                                      A-5-7




Notwithstanding the foregoing, each offeree and/or holder of this Certificate
(and each employee, representative, or other agent of such offeree or holder)
may disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions (as defined in section 1.6011-4
of the Treasury Department regulations) associated herewith and all materials of
any kind (including opinions or other tax analyses) that are provided to the
taxpayer relating to such tax treatment and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, any Controlling Class
Certificateholder (with priority among such Holders being given to the Holder of
Certificates representing the greatest Percentage Interest in the Controlling
Class), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in the order of priority set forth in the Agreement, to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1.0% of the
initial aggregate Certificate Principal Balance of all of the Principal Balance
Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and any Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-5-8




          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-5-9




          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [R-I] [R-II] [R-III] [R-LR] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-5-10




                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to ________
___________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-5-11




                                   EXHIBIT A-6

                           FORM OF CLASS V CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2008-C1
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in one or more trusts (individually and collectively, as the context
may require, the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Date of Pooling and Servicing Agreement: April 11, 2008

Cut-off Date: April 11, 2008

Closing Date: April 29, 2008

First Distribution Date: May 16, 2008

Master Servicer: Wachovia Bank, National Association

Special Servicer: CWCapital Asset Management LLC

Certificate No. V-___

Percentage Interest evidenced by this Certificate in Class V: ___%

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date: $1,007,111,098

Trustee: LaSalle Bank National Association


                                      A-6-1




THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL
ASSET MANAGEMENT LLC, LASALLE BANK NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

          This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class V Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
CWCapital Asset Management LLC, as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), and LaSalle Bank
National Association, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.


                                      A-6-2




          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date");
provided that, if the initial Distribution Date occurs in the same calendar
month as the Closing Date, then the Record Date for the initial Distribution
Date shall be the Closing Date. Such distributions shall be in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions generally no less
than five (5) Business Days prior to the Record Date for such distribution or,
in the case of the first such distribution, no later than the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions as well), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution in respect of this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.


                                      A-6-3




          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator,
the Trustee, any Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject Transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject Transfer, true and correct. Class V
Certificates may only be held by Qualified Institutional Buyers and
Institutional Accredited Investors.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Underwriters, any Fiscal Agent, the Master Servicer, the
Special Servicer, the Tax Administrator, the Certificate Registrar and their
respective Affiliates against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial


                                      A-6-4




issuance of the Certificates or any Transfer of this Certificate by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee that such Transfer will
not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) the purchase and holding of this Certificate
or such interest herein by such Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement


                                      A-6-5




of all Mortgage Loans and any REO Properties remaining in the Trust. The
Agreement permits, but does not require, any Controlling Class Certificateholder
(with priority among such Holders being given to the Holder of Certificates
representing the greatest Percentage Interest in the Controlling Class), the
Special Servicer, the Master Servicer, the Depositor or Lehman Brothers Inc., in
the order of priority set forth in the Agreement, to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and any Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-6-6




          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                      A-6-7




                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to ________
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                      A-6-8




                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT

                    See Annex C in the Prospectus Supplement


                                       B-1




                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

To the parties listed on the attached Schedule A

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1
          Commercial Mortgage Pass Through Certificates, Series 2008-C1 (the
          "Certificates")

Ladies and Gentlemen:

          Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of April 11, 2008, relating to the above-referenced Certificates (the
"Agreement"), LaSalle Bank National Association, in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified or referred to in subclause (A) of the
first sentence of Section 2.02(b) are in its possession or the possession of a
Custodian on its behalf; (ii) the recordation/filing contemplated by Section
2.01(c) of the Agreement (except in the case of an Outside Serviced Trust
Mortgage Loan) has been completed (based solely on receipt by the Trustee or by
a Custodian on its behalf of the particular recorded/filed documents); (iii) all
documents received by it or any Custodian with respect to such Mortgage Loan
have been reviewed by it or by such Custodian on its behalf and (A) appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Mortgagor), (B) appear to have
been executed (where appropriate) and (C) purport to relate to such Mortgage
Loan; and (iv) based on the examinations referred to in Sections 2.02(a) and
2.02(b) of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Trust Mortgage Loan Schedule with
respect to the items specified in clauses (v) and (vi)(B) of the definition of
"Trust Mortgage Loan Schedule" accurately reflects the information set forth in
the Mortgage File.

          Neither the Trustee nor any Custodian is under any duty or obligation
to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.


                                       C-1




          Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                        Respectfully,

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       C-2




                                   SCHEDULE A

Wachovia Bank, National Association
201 South College Street, 9th Floor
NC 1075
Charlotte, North Carolina 28244-1075
Attn: Travis Wheat

CWCapital Asset Management LLC
701 Thirteenth Street, NW, Suite 1000
Washington, D.C. 20005
Attention: David Iannarone
facsimile number: (202) 558-5101

with a copy to:
CWCapital Asset Management LLC
One Charles Rive Place
63 Kendrick Street
Needham, Massachusetts 02464
Attention: Jill Hyde
facsimile number: (781) 701-9397

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2008-C1
facsimile number: (646) 758-5376

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attn: David Nass

Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019
Attn: Scott Lechner

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Jeffrey Lavine
Facsimile number: (212) 713-1153

with a copy to Chad Eisenberger
1285 Avenue of the Americas
New York, New York 10019


                                       C-3




Facsimile number: (212) 713-1153

[EACH OF THE NON-TRUST MORTGAGE LOAN NOTEHOLDERS]


                                       C-4




                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois 60603
Attention:   Global Securities and Trust Services--
             LB-UBS Commercial Mortgage Trust 2008-C1

     Re: LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
         Pass-Through Certificates, Series 2008-C1

     In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee, under that certain Pooling and Servicing Agreement
dated as of April 11, 2008 (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), CWCapital
Asset Management LLC, as special servicer (the "Special Servicer"), and LaSalle
Bank National Association, as trustee (the "Trustee), the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by or on behalf of you as Trustee, with respect to the following described
Mortgage Loan for the reason indicated below.

          Property Name: _______________________________________________________

          Address: _____________________________________________________________

          Control No.: _________________________________________________________

          If only particular documents in the Mortgage File are requested,
please specify which: __________________________________________________________
________________________________________________________________________________

Reason for requesting file (or portion thereof):

          ______   1.   Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Accounts pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

          ______   2.   Other. (Describe) ______________________________________
                        ________________________________________________________
                        ________________________________________________________

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing


                                      D-1-1




Agreement and will be returned to you or your designee within ten (10) days of
our receipt thereof, unless the Mortgage Loan has been paid in full, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      D-1-2




                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois 60603
Attention:   Global Securities and Trust Services--
             LB-UBS Commercial Mortgage Trust 2008-C1

       Re:   LB-UBS Commercial Mortgage Trust 2008-C1,
             Commercial Mortgage Pass-Through Certificates, Series 2008-C1

     In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee, under that certain Pooling and Servicing Agreement
dated as of April 11, 2008 (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), CWCapital
Asset Management LLC, as special servicer (the "Special Servicer"), and LaSalle
Bank National Association, as trustee (the "Trustee), the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by or on behalf of you as Trustee, with respect to the following described
Mortgage Loan for the reason indicated below.

          Property Name: _______________________________________________________

          Address: _____________________________________________________________

          Control No.: _________________________________________________________

          If only particular documents in the Mortgage File are requested,
please specify which: __________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Reason for requesting file (or portion thereof):

          ____     1.   Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Accounts pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

          ____     2.   Other. (Describe) ______________________________________
                        ________________________________________________________
                        ________________________________________________________

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing


                                      D-2-1




Agreement and will be returned to you or your designee within ten (10) days of
our receipt thereof (or within such longer period as we have indicated as part
of our reason for the request), unless the Mortgage Loan has been paid in full
or otherwise liquidated, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        CWCAPITAL ASSET MANAGEMENT LLC


                                        By: ____________________________________
                                            Name:
                                            Title:


                                      D-2-2




                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

                        LOAN PAYMENT NOTIFICATION REPORT
                           AS OF _____________________



    S4           S55         S61     S58       P7      P8      P10       P11
----------  ------------  --------  -----  ---------  ----  --------  --------
                                           SCHEDULED
             SHORT NAME                     MORTGAGE  PAID   CURRENT
PROSPECTUS     (WHEN      PROPERTY            LOAN    THRU  INTEREST  MATURITY
    ID      APPROPRIATE)    TYPE    STATE   BALANCE   DATE    RATE      DATE
----------  ------------  --------  -----  ---------  ----  --------  --------

SCHEDULED PAYMENTS

UNSCHEDULED PAYMENT

TOTAL:                                     $


    S4          P93       P97      SERVICER ESTIMATED INFORMATION
----------  ----------  ------  -----------  --------  ------------
            PRECEDING    MOST
            FISCAL YR.  RECENT               EXPECTED    EXPECTED
PROSPECTUS     DSCR      DSCR      YIELD      PAYMENT  DISTRIBUTION
    ID          NCR       NCF   MAINTENANCE    DATE        DATE
----------  ----------  ------  -----------  --------  ------------

SCHEDULED PAYMENTS

UNSCHEDULED PAYMENT

TOTAL:


THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.


                                       E-1




                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois  60603
Attention: Global Securities and Trust Services--
           LB-UBS Commercial Mortgage Trust 2008-C1

       Re: LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
           Pass-Through Certificates, Series 2008-C1, Class _____, having an
           initial aggregate [Certificate Principal Balance] [Certificate
           Notional Amount] as of April 29, 2008 of $__________ [representing a
           ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of April 11, 2008, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer, and
LaSalle Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
     with the full right to transfer such Certificates free from any and all
     claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred


                                      F-1-1




     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any state securities laws,
     or would require registration or qualification of the Transferred
     Certificates pursuant to the Securities Act or any state securities laws.

                                        Very truly yours,


                                        ________________________________________
                                        Print Name of Transferor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      F-1-2




                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois  60603

Attention: Global Securities and Trust Services--
           LB-UBS Commercial Mortgage Trust 2008-C1

       Re: LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
           Pass-Through Certificates, Series 2008-C1, Class ___, having an
           initial aggregate [Certificate Principal Balance] [Certificate
           Notional Amount] as of April 29, 2008 of $__________ [representing a
           ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to _______________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of April 11, 2008, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer, and
LaSalle Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
     is being made in reliance on Rule 144A. The Transferee is acquiring the
     Transferred Certificates for its own account or for the account of another
     Qualified Institutional Buyer, and understands that such Transferred
     Certificates may be resold, pledged or transferred only (a) to a person
     reasonably believed to be a Qualified Institutional Buyer that purchases
     for its own account or for the account of another Qualified Institutional
     Buyer and to whom notice is given that the resale, pledge or transfer is
     being made in reliance on Rule 144A, or (b) pursuant to another exemption
     from registration under the Securities Act.

          2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing


                                     F-2A-1




     of the Trust Mortgage Loans, (d) the Pooling and Servicing Agreement and
     the Trust Fund created pursuant thereto, and (e) all related matters, that
     it has requested.

          3. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgment below.

                                        Very truly yours,


                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                             Nominee Acknowledgement

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        ________________________________________
                                        Print Name of Nominee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     F-2A-2




                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________(1) in
     securities (other than the excluded securities referred to below) as of the
     end of such entity's most recent fiscal year (such amount being calculated
     in accordance with Rule 144A) and (ii) the Transferee satisfies the
     criteria in the category marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any state, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the state or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale in the case of a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2A-3




          institution, which is supervised and examined by a state or federal
          authority having supervision over any such institutions, or is a
          foreign savings and loan association or equivalent institution and (b)
          has an audited net worth of at least $25,000,000 as demonstrated in
          its latest annual financial statements, a copy of which is attached
          hereto, as of a date not more than 16 months preceding the date of
          sale of the Transferred Certificates in the case of a U.S. savings and
          loan association, and not more than 18 months preceding such date of
          sale in the case of a foreign savings and loan association or
          equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a state, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a state, its political subdivisions, or any agency or
          instrumentality of the state or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940.

     ___  QIB Subsidiary. All of the Transferee's equity owners are "qualified
          institutional buyers" within the meaning of Rule 144A.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1) ________________________________________________________
          ______________________________________________________________________
          _____________________________________________________________________.

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the


                                     F-2A-4




     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial statements prepared in accordance with generally accepted
     accounting principles and if the investments of such subsidiaries are
     managed under such Person's direction. However, such securities were not
     included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee may be in reliance on Rule 144A.

          [_]   [_]   Will the Transferee be purchasing the Transferred
          Yes   No    Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's purchase of the
     Transferred Certificates will constitute a reaffirmation of this
     certification as of the date of such purchase. In addition, if the
     Transferee is a bank or savings and loan as provided above, the Transferee
     agrees that it will furnish to such parties any updated annual financial
     statements that become available on or before the date of such purchase,
     promptly after they become available.

          8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:


                                     F-2A-5




                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee") or,
     if the Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because the Transferee is part of a Family of Investment Companies
     (as defined below), is an executive officer of the investment adviser (the
     "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, and (ii) as marked below, the
     Transferee alone owned and/or invested on a discretionary basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end of the Transferee's most recent fiscal year. For purposes of
     determining the amount of securities owned by the Transferee or the
     Transferee's Family of Investment Companies, the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment Companies, as the case may be, reports its securities holdings
     in its financial statements on the basis of their market value, and no
     current information with respect to the cost of those securities has been
     published, in which case the securities of such entity were valued at
     market.

     ___  The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     ___  The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).


                                     F-2A-6




          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee will be in reliance on Rule 144A.

          [_]  [_]     Will the Transferee be purchasing the Transferred
          Yes   No     Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's purchase of the Transferred Certificates will
     constitute a reaffirmation of this certification by the undersigned as of
     the date of such purchase.


                                     F-2A-7




          8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.

                                        ________________________________________
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:

                                        IF ABOVE IS AN ADVISER:

                                        ________________________________________
                                        Print Name of Transferee

                                        Date:
                                              ----------------------------------


                                     F-2A-8




                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois  60603
Attention:     Global Securities and Trust Services--
               LB-UBS Commercial Mortgage Trust 2008-C1

          Re:  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2008-C1, Class _____, having an
               initial aggregate [Certificate Principal Balance] [Certificate
               Notional Amount] as of April 29, 2008 of $__________
               [representing a ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of April 11, 2008, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer, and
LaSalle Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

          1. The Transferee is acquiring the Transferred Certificates for its
     own account for investment and not with a view to or for sale or transfer
     in connection with any distribution thereof, in whole or in part, in any
     manner which would violate the Securities Act of 1933, as amended (the
     "Securities Act"), or any applicable state securities laws.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Class of Certificates to which the
     Transferred Certificates belong, and (c) neither a Transferred Certificate
     nor any security issued in exchange therefor or in lieu thereof may be
     resold or transferred unless it is (i) registered pursuant to the
     Securities Act and registered or qualified pursuant to any applicable state
     securities laws or (ii) sold or transferred in transactions which are
     exempt from such registration and qualification and the Certificate
     Registrar has received: (A) a certification from the Certificateholder
     desiring to effect such transfer substantially in the form attached as
     Exhibit F-1 to the Pooling and Servicing


                                     F-2B-1




Agreement and a certification from such Certificateholder's prospective
transferee substantially in the form attached either as Exhibit F-2A to the
Pooling and Servicing Agreement or as Exhibit F-2B to the Pooling and Servicing
Agreement; or (B) an opinion of counsel satisfactory to the Trustee with respect
to, among other things, the availability of such exemption from registration
under the Securities Act, together with copies of the written certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or interest therein, except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any


                                     F-2B-2




     interest in any Transferred Certificate or any other similar security with
     any person in any manner, (d) made any general solicitation with respect to
     any Transferred Certificate, any interest in any Transferred Certificate or
     any other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security, which (in the case of any of the acts described in
     clauses (a) through (e) above) would constitute a distribution of the
     Transferred Certificates under the Securities Act, would render the
     disposition of the Transferred Certificates a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification of the Transferred Certificates pursuant thereto. The
     Transferee will not act, nor has it authorized or will it authorize any
     person to act, in any manner set forth in the foregoing sentence with
     respect to any Transferred Certificate, any interest in any Transferred
     Certificate or any other similar security.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
     pursuant thereto, (d) the nature, performance and servicing of the Mortgage
     Loans, and (e) all related matters, that it has requested.

          6. The Transferee is an "accredited investor" as defined in any of
     paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or
     an entity in which all of the equity owners come within such paragraphs.
     The Transferee has such knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks of an
     investment in the Transferred Certificates; the Transferee has sought such
     accounting, legal and tax advice as it has considered necessary to make an
     informed investment decision; and the Transferee is able to bear the
     economic risks of such investment and can afford a complete loss of such
     investment.


                                     F-2B-3




          7. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.

                                        Very truly yours,

                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                             Nominee Acknowledgement

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     F-2B-4




                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
          Pass-Through Certificates, Series 2008-C1, Class _____, having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of April 29, 2008 of $__________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of April 11, 2008, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and LaSalle Bank
National Association, as Trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
and agrees with you, and for the benefit of the Depositor, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer to
     it of the Transferor's interest in the Transferred Certificates is being
     made in reliance on Rule 144A. The Transferee is acquiring such interest in
     the Transferred Certificates for its own account or for the account of
     another Qualified Institutional Buyer.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Transferred Certificates and (c) no
     interest in the Transferred Certificates may be resold or transferred
     unless (i) such Certificates are registered pursuant to the Securities Act
     and registered or qualified pursuant any applicable state securities laws,
     or (ii) such interest is sold or transferred in a transaction which is
     exempt from such registration and qualification and the Transferor desiring
     to effect such transfer has received (A) a certificate from such
     Certificate Owner's prospective transferee substantially in the form


                                     F-2C-1




     attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
     opinion of counsel to the effect that, among other things, such prospective
     transferee is a Qualified Institutional Buyer and such transfer may be made
     without registration under the Securities Act.

          3. The Transferee understands that it may not sell or otherwise
     transfer the Transferred Certificates or any interest therein except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that the
     Transferred Certificates will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     F-2C-2




          4. The Transferee understands that, if the Transferred Certificate is
     a Class T Certificate, it may not sell or otherwise transfer such
     Transferred Certificate or any interest therein unless it has provided
     prior written notice of such transfer (together with a copy of the
     Transferee Certificate in the form hereof executed by the proposed
     transferee of such Transferred Certificate) to Structured Asset Securities
     Corporation II, 745 Seventh Avenue, New York, New York 10019, Attention:
     Scott Lechner--LB-UBS Commercial Mortgage Trust 2008-C1, facsimile number:
     (646) 758-4203.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (e) any credit enhancement mechanism associated with the
     Transferred Certificates, and (f) all related matters, that it has
     requested.

                                        Very truly yours,

                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     F-2C-3




                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquiring interests in the Transferred Certificates (the
     "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A"), because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________(1) in
     securities (other than the excluded securities referred to below) as of the
     end of such entity's most recent fiscal year (such amount being calculated
     in accordance with Rule 144A) and (ii) the Transferee satisfies the
     criteria in the category marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any state, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the state or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale in the case of a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a state or federal authority

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless
     Transferee or any such equity owner, as the case may be, is a dealer,
     and, in that case, Transferee or such equity owner, as the case may
     be, must own and/or invest on a discretionary basis at least
     $10,000,000 in securities.


                                     F-2C-4




          having supervision over any such institutions or is a foreign savings
          and loan association or equivalent institution and (b) has an audited
          net worth of at least $25,000,000 as demonstrated in its latest annual
          financial statements, a copy of which is attached hereto, as of a date
          not more than 16 months preceding the date of sale of the Transferred
          Certificates in the case of a U.S. savings and loan association, and
          not more than 18 months preceding such date of sale in the case of a
          foreign savings and loan association or equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a state, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a state, its political subdivisions, or any agency or
          instrumentality of the state or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

     ___  QIB Subsidiary. All of the Transferee's equity owners are "qualified
          institutional buyers" within the meaning of Rule 144A.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.)

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of


                                     F-2C-5




     such Person, but only if such subsidiaries are consolidated with such
     Person in its financial statements prepared in accordance with generally
     accepted accounting principles and if the investments of such subsidiaries
     are managed under such Person's direction. However, such securities were
     not included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
     understands that the Transferor and other parties related to the
     Transferred Certificates are relying and will continue to rely on the
     statements made herein because one or more Transfers to the Transferee may
     be in reliance on Rule 144A.

          [_]  [_]     Will the Transferee be acquiring interests in the
          Yes   No     Transferred Certificates only for the Transferee's
                       own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's acquisition of any
     interest in of the Transferred Certificates will constitute a reaffirmation
     of this certification as of the date of such acquisition. In addition, if
     the Transferee is a bank or savings and loan as provided above, the
     Transferee agrees that it will furnish to such parties any updated annual
     financial statements that become available on or before the date of such
     acquisition, promptly after they become available.

          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.

                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:


                                     F-2C-6




                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquiring interests in the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A under the Securities Act of 1933, as
     amended ("Rule 144A"), because the Transferee is part of a Family of
     Investment Companies (as defined below), is an executive officer of the
     investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, as amended, and (ii) as marked
     below, the Transferee alone owned and/or invested on a discretionary basis,
     or the Transferee's Family of Investment Companies owned, at least
     $100,000,000 in securities (other than the excluded securities referred to
     below) as of the end of the Transferee's most recent fiscal year. For
     purposes of determining the amount of securities owned by the Transferee or
     the Transferee's Family of Investment Companies, the cost of such
     securities was used, unless the Transferee or any member of the
     Transferee's Family of Investment Companies, as the case may be, reports
     its securities holdings in its financial statements on the basis of their
     market value, and no current information with respect to the cost of those
     securities has been published, in which case the securities of such entity
     were valued at market.

          ___  The Transferee owned and/or invested on a discretionary basis
               $___________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

          ___  The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $______________ in securities (other than
               the excluded securities referred to below) as of the end of the
               Transferee's most recent fiscal year (such amount being
               calculated in accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).


                                     F-2C-7




          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more Transfers to the Transferee will be in reliance on Rule 144A.

          [_]  [_]     Will the Transferee be acquiring interests in the
          Yes   No     Transferred Certificates only for the Transferee's own
                       account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's acquisition of any interest in the
     Transferred Certificates will constitute a reaffirmation of this
     certification by the undersigned as of the date of such acquisition.


                                     F-2C-8




          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.

                                        ________________________________________
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:

                                        IF ABOVE IS AN ADVISER:

                                        Print Name of Transferee

                                        ________________________________________

                                        Date:


                                     F-2C-9




                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

       Re:     LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2008-C1, Class _____, having an
               initial aggregate [Certificate Principal Balance] [Certificate
               Notional Amount] as of April 29, 2008 of $__________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of April 11, 2008, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and LaSalle Bank
National Association, as Trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
and agrees with you, and for the benefit of the Depositor, that the Transferee
is not a United States Securities Person.

          For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States,
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the


                                     F-2D-1




United States, other than one held for the benefit or account of a non-United
States Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, or (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

          The Transferee understands that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated:  __________, _____

                                        ________________________________________
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:


                                        IF ABOVE IS AN ADVISER:

                                        Print Name of Transferee

                                        ________________________________________
                                        Date:


                                     F-2D-2




                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)

                               _____________, 20__

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois  60603
Attention:     Global Securities and Trust Services--
               LB-UBS Commercial Mortgage Trust 2008-C1

       Re:     LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2008-C1 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class _____________ Certificates [having an initial aggregate] [Certificate
Principal Balance] [Certificate Notional Amount] as of April 29, 2008 of
$__________] [evidencing a ____% Percentage Interest in the subject Class] (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of April 11, 2008, between
Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer, CWCapital Asset Management LLC, as
special servicer, and LaSalle Bank National Association, as trustee. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

          ___  The Transferee (A) is not an employee benefit plan or other
               retirement arrangement, including an individual retirement
               account or annuity, a Keogh plan or a collective investment fund
               or separate account in which such plans, accounts or arrangements
               are invested, including, without limitation, an insurance company
               general account, that is subject to ERISA or the Code (each, a
               "Plan"), and (B) is not directly or indirectly purchasing the
               Transferred Certificates on behalf of, as named fiduciary of, as
               trustee of, or with assets of a Plan; or

          ___  The Transferee is using funds from an insurance company general
               account to acquire the Transferred Certificates, however, the
               purchase and holding of such Certificates by such Person is
               exempt from the prohibited transaction provisions of Sections 406
               and 407 of ERISA and the excise taxes imposed on such prohibited
               transactions by Section 4975 of the Code, by reason of Sections I
               and III of Prohibited Transaction Class Exemption 95-60.

          ___  The Transferred Certificates are rated in one of the four highest
               generic rating categories by one of the Rating Agencies and are
               being acquired by or on behalf


                                      G-1-1




               of a Plan in reliance on Prohibited Transaction Exemption 91-14;
               and such Plan (X) is an accredited investor as defined in Rule
               501(a)(1) of Regulation D of the Securities Act, (Y) is not
               sponsored (within the meaning of Section 3(16)(B) of ERISA) by
               the Trustee, the Depositor, any Mortgage Loan Seller, the Class
               A-2FL Swap Counterparty, the Master Servicer, the Special
               Servicer, any Sub-Servicer, any Person responsible for servicing
               an Outside Serviced Trust Mortgage Loan or administering an
               Outside Administered REO Property, any Exemption-Favored Party or
               any Mortgagor with respect to Mortgage Loans constituting more
               than 5% of the aggregate unamortized principal balance of all the
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by any Affiliate of such Person, and (Z)
               agrees that it will obtain from each of its Transferees that are
               Plans, a written representation that such Transferee, if a Plan,
               satisfies the requirements of the immediately preceding clauses
               (X) and (Y), together with a written agreement that such
               Transferee will obtain from each of its Transferees that are
               Plans a similar written representation regarding satisfaction of
               the requirements of the immediately preceding clauses (X) and
               (Y); and, if the Transferred Certificates are the Class A-2FL
               Certificates and if the Class A-2FL Swap Agreement is still in
               effect, then such Plan's acquisition and holding of the
               Transferred Certificates or an interest therein are eligible for
               the exemptive relief available under at least one of Prohibited
               Transaction Exemption 84-14, 90-1, 91-38, 96-23 or 95-60.

                                        Very truly yours,

                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      G-1-2




                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)

                                     [Date]

[TRANSFEROR]

          Re:  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2008-C1 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in Class
___ Certificates [having an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of April 29, 2008 of $__________] [evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of April 11,
2008 (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, CWCapital Asset Management LLC, as special servicer, and LaSalle Bank
National Association, as trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you as follows (check the applicable paragraph):

          ___  The Transferee (A) is not an employee benefit plan or other
               retirement arrangement, including an individual retirement
               account or annuity, a Keogh plan or a collective investment fund
               or separate account in which such plans, accounts or arrangements
               are invested, including, without limitation, an insurance company
               general account, that is subject to ERISA or the Code (each, a
               "Plan"), and (B) is not directly or indirectly purchasing an
               interest in the Transferred Certificates on behalf of, as named
               fiduciary of, as trustee of, or with assets of a Plan.

          ___  The Transferee is using funds from an insurance company general
               account to acquire an interest in the Transferred Certificates,
               however, the purchase and holding of such interest by such Person
               is exempt from the prohibited transaction provisions of Sections
               406(a) and (b) and 407 of ERISA and the excise taxes imposed on
               such prohibited transactions by Sections 4975(a) and (b) of the
               Code, by reason of Sections I and III of Prohibited Transaction
               Class Exemption 95-60.

          ___  The Transferred Certificates are rated in one of the four highest
               generic rating categories by one of the Rating Agencies and an
               interest in such Certificates is


                                      G-2-1




               being acquired by or on behalf of a Plan in reliance on
               Prohibited Transaction Exemption 91-14 and such Plan (X) is an
               accredited investor as defined in Rule 501(a)(1) of Regulation D
               of the Securities Act, (Y) is not sponsored (within the meaning
               of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Class A-2FL Swap Counterparty, the
               Master Servicer, the Special Servicer, any Sub-Servicer, any
               Person responsible for servicing an Outside Serviced Trust
               Mortgage Loan or administering an Outside Administered REO
               Property, any Exemption-Favored Party or any Mortgagor with
               respect to Mortgage Loans constituting more than 5% of the
               aggregate unamortized principal balance of all the Mortgage Loans
               determined on the date of the initial issuance of the
               Certificates, or by any Affiliate of such Person, and (Z) agrees
               that it will obtain from each of its Transferees that are Plans,
               a written representation that such Transferee, if a Plan,
               satisfies the requirements of the immediately preceding clauses
               (X) and (Y), together with a written agreement that such
               Transferee will obtain from each of its Transferees that are
               Plans a similar written representation regarding satisfaction of
               the requirements of the immediately preceding clauses (X) and
               (Y); and, if the Transferred Certificates are the Class A-2FL
               Certificates and if the Class A-2FL Swap Agreement is still in
               effect, then such Plan's acquisition and holding of the
               Transferred Certificates or an interest therein are eligible for
               the exemptive relief available under at least one of Prohibited
               Transaction Exemption 84-14, 90-1, 91-38, 96-23 or 95-60.

                                        Very truly yours,

                                        ________________________________________
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      G-2-2




                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES

TRANSFER AFFIDAVIT PURSUANT TO SECTIONS
860D(A)(6)(A) AND 860E(E)(4) OF  THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND
TREASURY REGULATION SECTION 1.860E-1(C)(4)

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
          Pass-Through Certificates, Series 2008-C1 (the "Certificates"), issued
          pursuant to the Pooling and Servicing Agreement (the "Pooling and
          Servicing Agreement"), dated as of April 11, 2008, between Structured
          Asset Securities Corporation II, as Depositor, Wachovia Bank, National
          Association, as Master Servicer, CWCapital Asset Management LLC, as
          Special Servicer, and LaSalle Bank National Association, as Trustee

STATE OF ___________________________)
                                    )   ss.: ___________________________________
COUNTY OF __________________________)

          The undersigned declares that, to the best knowledge and belief of the
undersigned, the following representations are true, correct and complete:

          1. ______________________________ (the "Purchaser"), is acquiring
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates representing
________________% of the residual interest in [each of] the real estate mortgage
investment conduit[s] ([each,] a "REMIC") designated as ["REMIC I"] ["REMIC II"]
["REMIC III"] [the "Loan REMIC"], [respectively], relating to the Certificates
for which an election is to be made under Section 860D of the Internal Revenue
Code of 1986, as amended (the "Code").

          2. The Purchaser is not a "Disqualified Organization" (as defined
below), and the Purchaser is not acquiring the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates for the account of, or as agent or nominee of,
or with a view to the transfer of direct or indirect record or beneficial
ownership thereof, to a Disqualified Organization. For the purposes hereof, a
Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the
Code, or (viii) any other entity designated as a "disqualified organization" by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be effective as of the time of determination. In addition, a corporation will
not be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities


                                      H-1-1




are subject to tax (except for the Federal Home Loan Mortgage Corporation) and a
majority of its board of directors is not selected by such governmental unit.
The terms "United States" and "international organization" shall have the
meanings set forth in Section 7701 of the Code.

          3. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates to a
Disqualified Organization.

          4. The Purchaser will not transfer the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates to any person or entity as to which the
Purchaser has not received an affidavit substantially in the form of this
affidavit or to any person or entity as to which the Purchaser has actual
knowledge that the requirements set forth in paragraphs 2 and 7 hereof are not
satisfied, or to any person or entity with respect to which the Purchaser has
not (at the time of such transfer) satisfied the requirements under the Code to
conduct a reasonable investigation of the financial condition of such person or
entity (or its current beneficial owners if such person or entity is classified
as a partnership under the Code).

          5. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
Certificates to a Disqualified Organization, an agent thereof or a person that
does not satisfy the requirements of paragraph 7.

          6. The Purchaser consents to the designation of the Trustee as the
agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III] [the Loan
REMIC] pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.

          7. No purpose of the acquisition of the [Class R-I] [Class R-II]
[Class R-III] [Class R-LR] Certificates is to impede the assessment or
collection of tax.

          8. The Purchaser represents, warrants and covenants consistent with
Treasury regulations section 1.860E-1 that:

     i.   The Purchaser historically has paid its debts as they have come due
          and intends to pay its debts as they come due in the future and the
          Purchaser intends to pay taxes associated with holding the [Class R-I]
          [Class R-II] [Class R-III] [Class R-LR] Certificates as they become
          due.

     ii.  The Purchaser understands that it may incur tax liabilities with
          respect to the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
          Certificates in excess of any cash flows generated by such
          Certificates.

     iii. The Purchaser is not a foreign permanent establishment or a fixed base
          (within the meaning of any applicable income tax treaty between the
          United States and any foreign jurisdiction) of a United States Tax
          Person.

     iv.  The Purchaser will not cause the income from the [Class R-I] [Class
          R-II] [Class R-III] [Class R-LR] Certificates to be attributable to a
          foreign permanent establishment or fixed


                                      H-1-2




          base (within the meaning of any applicable income tax treaty between
          the United States and any foreign jurisdiction) of a United States Tax
          Person.

     v.   In accordance with Treasury Regulations Section 1.860E-1, the
          Purchaser:

                    a) is an "eligible corporation" as defined in Section
                    1.860E-1(c)(6)(i) of the Treasury regulations (i.e., a
                    domestic C corporation other than a corporation which is
                    exempt from, or is not subject to, tax under Section 11 of
                    the Code; a Regulated Investment Company as defined in
                    Section 851(a) of the Code; a Real Estate Investment Trust
                    as defined in Section 856(a) of the Code; a REMIC as defined
                    in Section 860D of the Code; or an organization to which
                    part I of subchapter T of chapter 1 of subtitle A of the
                    Code applies, as to which the income of [Class R-I] [Class
                    R-II] [Class R-III] [Class R-LR] Certificates will only be
                    subject to taxation in the United States,

                    b) has, and has had in each of its two preceding fiscal
                    years, gross assets for financial reporting purposes
                    (excluding any obligation of a person related to the
                    transferee within the meaning of Section 1.860E-1(c)(6)(ii)
                    of the Treasury regulations or any other assets if a
                    principal purpose for holding or acquiring such asset is to
                    satisfy this condition) in excess of $100 million and net
                    assets of $10 million, and

                    c) hereby agrees only to transfer the Certificate to another
                    "eligible corporation" meeting the criteria set forth in
                    Treasury regulations section 1.860E-1.

                         Capitalized terms used but not defined herein have the
               meanings assigned thereto in the Pooling and Servicing Agreement.

               IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be duly executed on its behalf by its duly authorized officer this _______ day
of ___________________________.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

               Personally appeared before me ___________________________ and
___________________________, known or proved to me to be the same persons who
executed the foregoing instrument and to be a _______________________ and
_______________________ of the Purchaser, and acknowledged to me that he/she
each executed the same at his/her free act and deed and at the free act and deed
of the Purchaser.


                                     H-1-3




                                        Subscribed and sworn before me this
                                        _______ day of _______________, 20_____.

                                        ________________________________________
                                        Notary Public


                                     H-1-4




                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois  60603
Attention: Global Securities and Trust Services--
           LB-UBS Commercial Mortgage Trust 2008-C1

     Re:   LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
           Pass-Through Certificates, Series 2008-C1 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates evidencing a
____% Percentage Interest in such Class (the "Residual Interest Certificates").
The Certificates, including the Residual Interest Certificates, were issued
pursuant to the Pooling and Servicing Agreement, dated as of April 11, 2008 (the
"Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, CWCapital Asset Management LLC, as special servicer, and LaSalle Bank
National Association, as trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, that:

               1. No purpose of the Transferor relating to the transfer of the
     Residual Interest Certificates by the Transferor to the Transferee is or
     will be to impede the assessment or collection of any tax.

               2. The Transferor understands that the Transferee has delivered
     to you a Transfer Affidavit and Agreement in the form attached to the
     Pooling and Servicing Agreement as Exhibit H-1. The Transferor does not
     know or believe that any representation contained therein is false.

               3. The Transferor has at the time of this transfer conducted a
     reasonable investigation of the financial condition of the Transferee (or
     the beneficial owners of the Transferee if it is classified as a
     partnership under the Internal Revenue Code of 1986, as amended) as
     contemplated by Treasury regulations section 1.860E-1(c)(4)(i) and, as a
     result of that investigation, the Transferor has determined that the
     Transferee has historically paid its debts as they became due and has found
     no significant evidence to indicate that the Transferee will not continue
     to pay its debts as they become due in the future. The Transferor
     understands that the transfer of the Residual Interest Certificates may not
     be respected for United States


                                      H-2-1




     income tax purposes (and the Transferor may continue to be liable for
     United States income taxes associated therewith) unless the Transferor has
     conducted such an investigation.

                                        Very truly yours,

                                        ________________________________________
                                        Print Name of Transferor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      H-2-2




                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT

                                     [Date]

Moody's Investors Service, Inc..
99 Church Street
New York, New York 10017

Standard & Poor's Ratings Services,
 a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Attn: Commercial Mortgage Surveillance

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of April 11, 2008 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2008-C1 (the "Agreement"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

          Notice is hereby given that the [Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have]
[________________ Non-Trust Mortgage Loan Noteholder has] designated
________________ to serve as the Special Servicer under the Agreement with
respect to [the ______________ [Loan Combination] [Trust Mortgage Loan] or any
related REO Property] [the Mortgage Pool [(other than __________________)]].

          The designation of __________________ as Special Servicer with respect
to [the ______________ [Loan Combination] [Trust Mortgage Loan] or any related
REO Property] [the Mortgage Pool [(other than __________________)]] will become
final if certain conditions are met and you deliver to _________________, the
trustee under the Agreement (the "Trustee"), written confirmation that if the
person designated to become the Special Servicer with respect to [the
______________ [Loan Combination] [Trust Mortgage Loan] or any related REO
Property] [the Mortgage Pool [(other than __________________)]] were to serve as
such, such event would not result in the qualification, downgrade or withdrawal
of the rating or ratings assigned by you to one or more Classes of the
Certificates. Accordingly, such confirmation is hereby requested as soon as
possible.


                                      I-1-1




          Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                        Very truly yours,

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Receipt acknowledged:

MOODY'S INVESTORS SERVICE, INC.


By:
    ---------------------------------
Name:
Title:
Date:


STANDARD & POOR'S RATINGS SERVICES


By:
    ---------------------------------
Name:
Title:
Date:


                                      I-1-2




                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[FISCAL AGENT]
[MASTER SERVICER]
[DEPOSITOR]

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
          Pass-Through Certificates, Series 2008-C1

Ladies and Gentlemen:

          Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated
as of April 11, 2008, relating to LB-UBS Commercial Mortgage Trust 2008-C1,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1 (the "Agreement"),
the undersigned hereby agrees with all the other parties to the Agreement that
the undersigned shall serve as Special Servicer under, and as defined in, the
Agreement with respect to [the ______________ [Loan Combination] [Trust Mortgage
Loan] or any related REO Property] [the Mortgage Pool [(other than
__________________)]]. The undersigned hereby acknowledges that, as of the date
hereof, it is and shall be a party to the Agreement and bound thereby to the
full extent indicated therein in the capacity of Special Servicer with respect
to [the ______________ [Loan Combination] [Trust Mortgage Loan] or any related
REO Property] [the Mortgage Pool [(other than __________________)]]. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.24 of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
______________________.

          Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Agreement.

                                        [NAME OF PROPOSED SPECIAL SERVICER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      I-2-1




                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT


                                       J-1




                                                                      SCHEDULE 1

          This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation II, as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association, as trustee for the holders of the LB-UBS
Commercial Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of April 11, 2008 (the "Pooling and Servicing Agreement"),
between the Debtor, as depositor, the Secured Party, as trustee (the "Trustee"),
Wachovia Bank, National Association, as master servicer (the "Master Servicer"),
and CWCapital Asset Management LLC, as special servicer (the "Special
Servicer"), relating to the issuance of the LB-UBS Commercial Mortgage Trust
2008-C1, Commercial Mortgage Pass-Through Certificates, Series 2008-C1 (the
"Series 2008-C1 Certificates"). Capitalized terms used herein and not defined
shall have the respective meanings given to them in the Pooling and Servicing
Agreement.

          The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

               (1) the mortgage loans listed on the Trust Mortgage Loan Schedule
     attached hereto as Exhibit A (the "Mortgage Loans");

               (2) the note or other evidence of indebtedness of the related
     borrower under each Mortgage Loan (the "Mortgage Note"), the related
     mortgage, deed of trust or other similar instrument securing such Mortgage
     Note (the "Mortgage") and each other legal, credit and servicing document
     related to such Mortgage Loan (collectively with the related Mortgage Note
     and Mortgage, the "Mortgage Loan Documents");

               (3) (a) the UBS/Depositor Mortgage Loan Purchase Agreement; and
     (b) the respective Co-Lender Agreements;

               (4) (a) the Custodial Accounts and the Defeasance Deposit Account
     required to be maintained by the Master Servicer pursuant to the Pooling
     and Servicing Agreement, (b) all funds from time to time on deposit in the
     Custodial Accounts and the Defeasance Deposit Account, (c) the investments
     of any such funds consisting of securities, instruments or other
     obligations, and (d) the general intangibles consisting of the contractual
     right to payment, including, without limitation, the right to payments of
     principal and interest and the right to enforce the related payment
     obligations, arising from or under any such investments;

               (5) all REO Property acquired in respect of defaulted Mortgage
     Loans;

               (6) (a) the REO Accounts and any Loss of Value Reserve Fund
     required to be maintained by the Special Servicer pursuant to the Pooling
     and Servicing Agreement, (b) all funds from time to time on deposit in the
     REO Accounts and any Loss of Value Reserve Fund, (c) any investments of any
     such funds consisting of securities, instruments or other obligations, and
     (d) the general intangibles consisting of the contractual right to payment,
     including, without


                                       J-2




     limitation, the right to payments of principal and interest and the right
     to enforce the related payment obligations, arising from or under any such
     investments;

               (7) (a) the Servicing Accounts and the Reserve Accounts required
     to be maintained by the Master Servicer and/or the Special Servicer
     pursuant to the Pooling and Servicing Agreement, (b) all funds from time to
     time on deposit in the Servicing Accounts and the Reserve Accounts, (c) the
     investments of any such funds consisting of securities, instruments or
     other obligations, and (d) the general intangibles consisting of the
     contractual right to payment, including, without limitation, the right to
     payments of principal and interest and the right to enforce the related
     payment obligations, arising from or under any such investments;

               (8) (a) the Interest Reserve Account and any Excess Liquidation
     Proceeds Account required to be maintained by the Secured Party pursuant to
     the Pooling and Servicing Agreement, (b) all funds from time to time on
     deposit in the Interest Reserve Account and any Excess Liquidation Proceeds
     Account, (c) the investments of any such funds consisting of securities,
     instruments or other obligations, and (d) the general intangibles
     consisting of the contractual right to payment, including, without
     limitation, the right to payments of principal and interest and the right
     to enforce the related payment obligations, arising from or under any such
     investments;

               (9) (a) the Collection Account required to be maintained by the
     Secured Party pursuant to the Pooling and Servicing Agreement, (b) all
     funds from time to time on deposit in the Collection Account, (c) the
     investments of any such funds consisting of securities, instruments or
     other obligations, and (d) the general intangibles consisting of the
     contractual right to payment, including, without limitation, the right to
     payments of principal and interest and the right to enforce the related
     payment obligations, arising from or under any such investments;

               (10) (a) the Class A-2FL Floating Rate Account required to be
     maintained by the Secured Party pursuant to the Pooling and Servicing
     Agreement, (b) all funds from time to time on deposit in the Class A-2FL
     Floating Rate Account, (c) the investments of any such funds consisting of
     securities, instruments or other obligations, and (d) the general
     intangibles consisting of the contractual right to payment, including,
     without limitation, the right to payments of principal and interest and the
     right to enforce the related payment obligations, arising from or under any
     such investments;

               (11) all insurance policies, including the right to payments
     thereunder, with respect to the Mortgage Loans required to be maintained
     pursuant to the Mortgage Loan Documents and the Pooling and Servicing
     Agreement, transferred to the Trust and to be serviced by the Master
     Servicer or Special Servicer pursuant to the Pooling and Servicing
     Agreement;

               (12) any and all general intangibles (as defined in the Uniform
     Commercial Code) consisting of, arising from or relating to any of the
     foregoing; and

               (13) any and all income, payments, proceeds and products of any
     of the foregoing.


                                       J-3




THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2008-C1 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN
ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR
OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN
UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN
EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE
CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR
SECURITY INTEREST OF THE SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT,
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST
AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.

A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING
STATEMENT WILL VIOLATE THE RIGHTS OF THE SECURED PARTY.


                                       J-4




                             EXHIBIT A TO SCHEDULE 1

                 (See Schedule I- Trust Mortgage Loan Schedule)


                                       J-5




                                   EXHIBIT K-1

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE

                                      NONE.


                                      K-1-1




                                   EXHIBIT K-2

                 FORM OF SUB-SERVICING FUNCTION PARTICIPANT AND
                   ADDITIONAL ITEM 1123 SERVICER CERTIFICATION

VIA FAX:       DAVID NASS  (646) 758-5376
VIA EMAIL:     dnass@lehman.com
CC VIA EMAIL:  thall@lehman.com
CC VIA EMAIL:  jingying.wu@lehman.com

VIA OVERNIGHT MAIL:

Structured Asset Securities Corporation II, as Depositor
745 Seventh Avenue
New York, New York 10019
Attention: LB-UBS Commercial Mortgage Trust 2008-C1--SEC REPORT PROCESSING

VIA FAX:       (312) 904-2084
VIA EMAIL:     edgar@abnamro.com

VIA OVERNIGHT MAIL:

LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois 60603
Attention: Global Securities and Trust Services--LB-UBS Commercial
              Mortgage Trust 2008-C1--SEC REPORT PROCESSING

     Re:  Servicing Function Participants and Additional Item 1123 Servicers

Ladies and Gentlemen:

          In accordance with Sections 3.13 and 3.14 of the Pooling and Servicing
Agreement, dated as of April 11, 2008 (the "Agreement"), between Structured
Asset Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and LaSalle Bank National Association, as Trustee, the undersigned, as
[____________], hereby notifies you that:

               (a) each of following parties constitutes a Servicing
Representative engaged or retained by the undersigned that is, with respect to
the Trust and the Exchange Act Reporting Year ending December 31, ____________,
a Sub-Servicing Function Participant:


                                      K-2-1




Servicing Function Participants:

_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________; and

               (b) an Additional Item 1123 Servicer that is, with respect to the
Trust and the Exchange Act Reporting Year ending December 31, _____________,
each Additional Item 1123 Servicer retained or engaged by the undersigned:

Additional Item 1123 Servicers:

_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________.

          Any inquiries related to this notification should be directed to
[_______________], phone number: [_________]; email address: [_______________].
Capitalized terms used but not otherwise defined in this notification shall have
the respective meanings assigned thereto in the Agreement.

                                        [NAME OF PARTY],
                                        as [role]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      K-2-2




                                  EXHIBIT L-1

               FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION
              FOR WEBSITE ACCESS FROM CERTIFICATE [HOLDER] [OWNER]

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois 60603
Attention: Global Securities and Trust Services--
           LB-UBS Commercial Mortgage Trust 2008-C1

Wachovia Bank, National Association
201 South College Street, 9th Floor
NC 1075
Charlotte, North Carolina 28244-1075
Attention: LB-UBS Commercial Mortgage Trust 2008-C1

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1,
          Commercial Mortgage Pass-Through Certificates, Series 2008-C1

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of April 11, 2008 (the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, and LaSalle Bank National
Association, as trustee (the "Trustee"), with respect to LB-UBS Commercial
Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series
2008-C1 (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

          1. The undersigned ("Investor") is a [beneficial owner] [registered
holder] of the Class _____ Certificates.

          2. The undersigned is requesting (Please check as applicable):

               (i) ____ the information (the "Information") identified on the
          schedule attached hereto pursuant to Section 3.15, 4.02 and/or 8.14 of
          the Pooling and Servicing Agreement; or

               (ii) ____ a password [and username] pursuant to Section 4.02 of
          the Pooling and Servicing Agreement for access to information (also,
          the "Information") provided on the [Trustee's] [Master Servicer's]
          Internet Website.


                                      L-1-1




          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part; provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          6. Investor hereby acknowledges and agrees that:

               (a) Neither the Master Servicer nor the Trustee will make any
     representations or warranties as to the accuracy or completeness of, and
     will assume no responsibility for, any report, document or other
     information delivered pursuant to this request or made available on its
     respective Website;

               (b) Neither the Master Servicer nor the Trustee has undertaken
     any obligation to verify the accuracy or completeness of any information
     provided by a Mortgagor, a third party, each other or any other Person that
     is included in any report, document or other information delivered pursuant
     to this request or made available on its respective Website;

               (c) Any transmittal of any report, document or other information
     to Investor by the Master Servicer or the Trustee is subject to, and such
     transmittal may (but need not) be accompanied by a letter containing, the
     following provision:

          By receiving the information set forth herein, you hereby acknowledge
          and agree that the United States securities laws restrict any person
          who possesses material, non-public information regarding the Trust
          which issued LB-UBS Commercial Mortgage Trust, Commercial Mortgage
          Pass-Through Certificates, Series 2008-C1, from purchasing or selling
          such Certificates in circumstances where the other party to the
          transaction is not also in possession of such information. You also
          acknowledge and agree that such information is being provided to you
          for the purposes of, and such information may be used only in
          connection with, evaluation by you


                                      L-1-2




          or another Certificateholder, Certificate Owner or prospective
          purchaser of such Certificates or beneficial interest therein; and

               (d) When delivering any report, document or other information
     pursuant to this request, the Master Servicer or the Trustee may (i)
     indicate the source thereof and may affix thereto any disclaimer it deems
     appropriate in its discretion and (ii) contemporaneously provide such
     report, document or information to the Depositor, the Trustee, any
     Underwriter, any Rating Agency or any Certificateholders or Certificate
     Owners.

          7. Investor agrees to indemnify and hold harmless the Master Servicer,
the Trustee, the Trust and the Depositor from any damage, loss, cost or
liability (including legal fees and expenses and the cost of enforcing this
indemnity) arising out of or resulting from any unauthorized use or disclosure
of the Information by Investor or any of its Representatives. Investor also
acknowledges and agrees that money damages would be both incalculable and an
insufficient remedy for any breach of the terms of this letter by Investor or
any of its Representatives and that the Master Servicer, the Trustee, or the
Trust may seek equitable relief, including injunction and specific performance,
as a remedy for any such breach. Such remedies are not the exclusive remedies
for a breach of this letter but are in addition to all other remedies available
at law or equity.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [BENEFICIAL OWNER OF A CERTIFICATE]
                                        [REGISTERED HOLDER OF A CERTIFICATE]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        ________________________________________


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      L-1-3




                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois 60603
Attention: Global Securities and Trust Services--
           LB-UBS Commercial Mortgage Trust 2008-C1

Wachovia Bank, National Association
201 South College Street, 9th Floor
NC 1075
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2008-C1

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mortgage
          Pass-Through Certificates, Series 2008-C1

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of April 11, 2008 (the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, and LaSalle Bank National
Association, as trustee (the "Trustee") with respect to LB-UBS Commercial
Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series
2008-C1 (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

          1. The undersigned ("Investor") is contemplating an investment in the
Class _____ Certificates.

          2. The undersigned is requesting (please check as applicable):

               (i) ____ information (the "Information") for use in evaluating
          the possible investment described above as identified on the schedule
          attached hereto pursuant to Section 3.15, 4.02 and/or 8.14 of the
          Pooling and Servicing Agreement; or

               (ii) ____ a password [and username] pursuant to Section 4.02 of
          the Pooling and Servicing Agreement for access to information (also,
          the "Information") provided on the [Trustee's] [Master Servicer's]
          Internet Website.


                                      L-2-1




          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making the
investment decision described in paragraph 1 above, from its accountants and
attorneys, and otherwise from such governmental or banking authorities and
agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the [Trustee] [Master Servicer], be
disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the "Representatives") in any manner
whatsoever, in whole or in part.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          6. Investor hereby acknowledges and agrees that:

               (a) Neither the Master Servicer nor the Trustee will make any
     representations or warranties as to the accuracy or completeness of, and
     will assume no responsibility for, any report, document or other
     information delivered pursuant to this request or made available on its
     respective Website;

               (b) Neither the Master Servicer nor the Trustee has undertaken
     any obligation to verify the accuracy or completeness of any information
     provided by a Mortgagor, a third party, each other or any other Person that
     is included in any report, document or other information delivered pursuant
     to this request or made available on its respective Website;

               (c) Any transmittal of any report, document or other information
     to Investor by the Master Servicer or the Trustee is subject to, and such
     transmittal may (but need not) be accompanied by a letter containing, the
     following provision:

          By receiving the information set forth herein, you hereby acknowledge
          and agree that the United States securities laws restrict any person
          who possesses material, non-public information regarding the Trust
          which issued LB-UBS Commercial Mortgage Trust, Commercial Mortgage
          Pass-Through Certificates, Series 2008-C1, from purchasing or selling
          such Certificates in circumstances where the other party to the
          transaction is not also in possession of such information. You also
          acknowledge and agree that such information is being provided to you
          for the purposes of, and such information may be used only in
          connection with, evaluation by you or another Certificateholder,
          Certificate Owner or prospective purchaser of such Certificates or
          beneficial interest therein; and


                                      L-2-2




               (d) When delivering any report, document or other information
     pursuant to this request, the Master Servicer or the Trustee may (i)
     indicate the source thereof and may affix thereto any disclaimer it deems
     appropriate in its discretion and (ii) contemporaneously provide such
     report, document or information to the Depositor, the Trustee, any
     Underwriter, any Rating Agency or any Certificateholders or Certificate
     Owners.

          7. Investor agrees to indemnify and hold harmless the Master Servicer,
the Trustee, the Trust and the Depositor from any damage, loss, cost or
liability (including legal fees and expenses and the cost of enforcing this
indemnity) arising out of or resulting from any unauthorized use or disclosure
of the Information by Investor or any of its Representatives. Investor also
acknowledges and agrees that money damages would be both incalculable and an
insufficient remedy for any breach of the terms of this letter by Investor or
any of its Representatives and that the Master Servicer, the Trustee, or the
Trust may seek equitable relief, including injunction and specific performance,
as a remedy for any such breach. Such remedies are not the exclusive remedies
for a breach of this letter but are in addition to all other remedies available
at law or equity.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [PROSPECTIVE PURCHASER OF A CERTIFICATE
                                        OR INTEREST THEREIN]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      L-2-3




                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION


                                       M-1




                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

   For Mortgage Loans: (a) In the case of Standard & Poor's Ratings Services,
              (1) having an unpaid balance of $35,000,000 or less,
 (2) that constitute less than 5% of the aggregate unpaid principal balance of
                               the Mortgage Pool,
  or (3) that are not then one of the ten largest (measured by unpaid principal
                                    balance)
   Mortgage Loans in the Mortgage Pool and (b) In the case of Moody's Investor
      Services, Inc., (1) having an unpaid balance of $25,000,000 or less,
  (2) that constitute less than 2% of the aggregate unpaid principal balance of
                               the Mortgage Pool,
  or (3) that are not then one of the ten largest (measured by unpaid principal
                                    balance)

To:     Standard & Poor's Ratings Services,
        a division of The McGraw-Hill Companies, Inc.
        55 Water Street
        New York, New York 10041
        Attn:  Commercial Mortgage Surveillance

        Moody's Investor Services, Inc.
        99 Church Street
        New York, New York 10017

From:   _____________________________________, in its capacity as master
        servicer (the "Master Servicer") under the Pooling and Servicing
        Agreement dated as of April 11, 2008 (the "Pooling and Servicing
        Agreement"), between Structured Asset Securities Corporation II, as
        depositor, the Master Servicer, CWCapital Asset Management LLC, as
        special servicer, and LaSalle Bank National Association, as trustee (the
        "Trustee").

Date:   _________, 20___

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1,
          Commercial Mortgage Pass-Through Certificates, Series 2008-C1

          Mortgage loan (the "Mortgage Loan") identified by loan number _____ on
the Trust Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Trust Mortgage Loan Schedule by the following name[s]:______________________
________________________________________________________________________________

          Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.


                                       M-2




          As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

          1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:

          ____ a full defeasance of the payments scheduled to be due in respect
               of the entire unpaid principal balance of the Mortgage Loan; or

          ____ a partial defeasance of the payments scheduled to be due in
               respect of a portion of the unpaid principal balance of the
               Mortgage Loan that represents ___% of the entire unpaid principal
               balance of the Mortgage Loan and, under the Mortgage, has an
               allocated loan amount of $____________ or _______% of the entire
               unpaid principal balance;

          2. Certify that each of the following is true, and any additional
explanatory notes or exceptions which the Master Servicer has determined,
consistent with the Servicing Standard, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction set forth on Exhibit A hereto:

               a. The Mortgage Loan documents permit the defeasance, and the
     terms and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

               b. The defeasance was consummated on __________, 20__.

               c. The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
     listed as "Qualified Investments for 'AAA' Financings" under Paragraphs 1,
     2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria
     2000, as amended to the date of the defeasance, (iii) are rated 'AAA' by
     Standard & Poor's, (iv) if they include a principal obligation, provide for
     a predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption.

               d. The Master Servicer received an opinion of counsel (from
     counsel approved by Master Servicer in accordance with the Servicing
     Standard) that the defeasance will not result in an Adverse REMIC Event.

               e. The Master Servicer determined that the defeasance collateral
     will be owned by an entity (the "Defeasance Obligor") as to which one of
     the statements checked below is true:

          ____ the related Mortgagor was a Single-Purpose Entity (as defined in
               Standard & Poor's Structured Finance Ratings Real Estate Finance
               Criteria, as amended to the date of the defeasance (the "S&P
               Criteria")) as of the date of the defeasance, and after the
               defeasance owns no assets other than the defeasance collateral
               and real property securing Mortgage Loans included in the pool;


                                       M-3




          ____ the related Mortgagor designated a Single-Purpose Entity (as
               defined in the S&P Criteria) to own the defeasance collateral; or

          ____ the Master Servicer designated a Single-Purpose Entity (as
               defined in the S&P Criteria) established for the benefit of the
               Trust to own the defeasance collateral.

               f. The Master Servicer received a broker or similar confirmation
     of the credit, or the accountant's letter described below contained
     statements that it reviewed a broker or similar confirmation of the credit,
     of the defeasance collateral to an Eligible Account (as defined in the S&P
     Criteria) in the name of the Defeasance Obligor, which account is
     maintained as a securities account by the Trustee or other Eligible
     Institution (as defined in the S&P Criteria) acting as a securities
     intermediary.

               g. As securities intermediary, the Trustee or other Eligible
     Institution is obligated to make the scheduled payments on the Mortgage
     Loan from the proceeds of the defeasance collateral directly to the Master
     Servicer's collection account in the amounts and on the dates specified in
     the Mortgage Loan documents or, in a partial defeasance, the portion of
     such scheduled payments attributed to the allocated loan amount for the
     real property defeased, increased by any defeasance premium specified in
     the Mortgage Loan documents (the "Scheduled Payments").

               h. The Master Servicer received from the Mortgagor written
     confirmation from a firm of independent certified public accountants, who
     were approved by the Master Servicer in accordance with the Servicing
     Standard, stating that (i) revenues from principal and interest payments
     made on the defeasance collateral (without taking into account any earnings
     on reinvestment of such revenues) will be sufficient to timely pay each of
     the Scheduled Payments after the defeasance including the payment in full
     of the Mortgage Loan (or the allocated portion thereof in connection with a
     partial defeasance) on its Maturity Date (or, in the case of an ARD
     Mortgage Loan, on its Anticipated Repayment Date or on the date when any
     open prepayment period set forth in the related Mortgage Loan documents
     commences), (ii) the revenues received in any month from the defeasance
     collateral will be applied to make Scheduled Payments within four (4)
     months after the date of receipt, and (iii) interest income from the
     defeasance collateral to the Defeasance Obligor in any calendar or fiscal
     year will not exceed such Defeasance Obligor's interest expense for the
     Mortgage Loan (or the allocated portion thereof in a partial defeasance)
     for such year, other than in the year in which the Maturity Date or
     Anticipated Repayment Date occurs.

               i. The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Mortgagor and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

               j. The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the


                                       M-4




     defeasance collateral, and (iv) provide for payment from sources other than
     the defeasance collateral or other assets of the Defeasance Obligor of all
     fees and expenses of the securities intermediary for administering the
     defeasance and the securities account and all fees and expenses of
     maintaining the existence of the Defeasance Obligor.

               k. The entire unpaid principal balance of the Mortgage Loan as of
     the date of defeasance was $___________. Such Mortgage Loan (a) has an
     unpaid balance of $[35,000,000] [25,000,000] or less, (b) constitutes less
     than [5] [2]% of the aggregate unpaid principal balance of the Mortgage
     Pool, or (c) is not one of the ten largest (measured by unpaid principal
     balance) mortgage loans in the Mortgage Pool, in each such case, as of the
     date of the most recent Distribution Date Statement received by us (the
     "Current Report").

          3. The defeasance described herein, together with all prior and
simultaneous defeasances of mortgage loans, brings the total of all fully and
partially defeased mortgage loans in the Mortgage Pool to $__________________,
which is _____% of the aggregate unpaid principal balance of the Mortgage Pool
as of the date of the Current Report.

          4. Certify that originals or copies of the material agreements,
instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with
the defeasance described above have been transmitted to the Trustee (or a
Custodian on its behalf) for placement in the related Mortgage File or, to the
extent not required to be part of the related Mortgage File, are in the
possession of the Master Servicer as part of the Master Servicer's servicing
file.

          5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement.

          6. Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

          7. Agree to provide copies of all items described in paragraph 4 above
to you upon request.

          IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                        [MASTER SERVICER]


                                        By:
                                               ---------------------------------
                                        Name:
                                        Title:


                                       M-5



                                    EXHIBIT N
                      FORM OF SELLER/DEPOSITOR NOTIFICATION

                                     [Date]



[Structured Asset Securities Corporation II   [Wachovia Bank, National Association
745 Seventh Avenue                            201 South College Street, 9th Floor
New York, New York  10019                     NC 1075
Attention:  David Nass]                       Charlotte, North Carolina 28262-1075
                                              Attention:  LB-UBS Commercial Mortgage Trust 2008-C1]

[Lehman Brothers Holdings Inc.                [CWCapital Asset Management LLC
745 Seventh Avenue                            701 Thirteenth Street, NW, Suite 1000
New York, New York  10019]                    Washington, D.C. 20005
                                              Attention:  LB-UBS Commercial Mortgage Trust 2008-C1]

[UBS Real Estate Securities Inc.              [LaSalle Bank National Association
1285 Avenue of the Americas,                  135 South LaSalle Street, Mailcode: IL4-135-16-25
New York, New York 10019                      Chicago, Illinois  60603
Attention:  Jeffrey Lavine]                   Attention:  Global Securities and Trust Services-
                                              LB-UBS Commercial Mortgage Trust 2008-C1]

[UBS Real Estate Securities Inc.              [CONTROLLING CLASS REPRESENTATIVE (IF KNOWN)]
1285 Avenue of the Americas,
New York, New York 10019
Attention:  Chad Eisenberger]


          Re: LB-UBS Commercial Mortgage Trust 2008-C1,
              Commercial Mortgage Pass-Through Certificates, Series 2008-C1

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 2.03 of the Pooling
and Servicing Agreement, dated as of April 11, 2008 (the "Agreement"), relating
to the captioned commercial mortgage pass-through certificates (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to them in the Agreement.

          This notice is being delivered with respect to the [Mortgage Loan
identified on the Trust Mortgage Loan Schedule as Mortgage Loan number [__], and
secured by the Mortgaged Property identified on the Trust Mortgage Loan Schedule
as _________________ (the "Subject Trust Mortgage Loan")]; [the Mortgage
Loan/Loans identified on Exhibit A to Schedule I attached hereto (the "Subject
Trust Mortgage Loans")].


                                      N-1




          Check which of the following applies:

          ___   We hereby advise you that a Material Document Defect or Material
                Breach [may exist] [exists] with respect to the Subject Trust
                Mortgage [Loan] [Loans] due to the occurrence set forth on
                Schedule 1 attached hereto.

          ___   We hereby request that you cure the Material Document Defect or
                Material Breach in all material respects with respect to the
                Subject Trust Mortgage [Loan] [Loans] or repurchase the Subject
                Trust Mortgage [Loan] [Loans] within the time period and subject
                to the conditions provided for in [Section 2.03(a) of the
                Agreement] [Section 5(a) of the UBS/Depositor Mortgage Loan
                Purchase Agreement].

          ___   We hereby advise you that a Servicing Transfer Event has
                occurred with respect to the Subject Trust Mortgage [Loan]
                [Loans] due to the occurrence set forth on Schedule 1 attached
                hereto (and a Material Document Defect has occurred as set forth
                above or on a previous Seller/Depositor Notification).

          ___  We hereby advise you that an assumption [is proposed] [has
               occurred] with respect to the Subject Trust Mortgage [Loan]
               [Loans], as further described on Schedule 1 attached hereto (and
               a Material Document Defect has occurred as set forth above or on
               a previous Seller/Depositor Notification).

          ___   Under the circumstances contemplated by the last paragraph of
                [Section 2.03(a) of the Agreement] [Section 5(a) of the
                UBS/Depositor Mortgage Loan Purchase Agreement], we hereby
                advise you that both (A) the applicable Resolution Extension
                Period has expired and (B) a [Servicing Transfer Event]
                [proposed] [actual] assumption] has occurred with respect to the
                Subject Trust Mortgage [Loan] [Loans]; therefore, we hereby
                direct you to cure the subject Material Document Defect in all
                material respects within 15 days of receipt of this
                Seller/Depositor Notification.

          ___   We hereby advise you that the 15-day period set forth in the
                preceding paragraph has expired and we hereby notify you that
                the [Master Servicer] [Special Servicer] has elected to perform
                your cure obligations with respect to the subject Material
                Document Defect and the Subject Trust Mortgage [Loan] [Loans].

          ___   We hereby request that you repurchase the Subject Trust Mortgage
                [Loan] [Loans] or any related REO Property to the extent
                required by [Section 2.03(a) of the Agreement] [Section 5(a) of
                the UBS/Depositor Mortgage Loan Purchase Agreement].


                                      N-2




                                        Very truly yours,

                                        [LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:]

                                        [WACHOVIA BANK, NATIONAL ASSOCIATION
                                        as Master Servicer

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:]

                                        [CWCAPITAL ASSET MANAGEMENT LLC,
                                        as Special Servicer

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:]

          In the event this notice constitutes a request to repurchase the
Subject Trust Mortgage [Loan] [Loans], a copy of this Seller/Depositor
Notification has been delivered to each of:

          (i)  Internal Counsel to the Depositor/Lehman Mortgage Loan Seller:

               Lehman Brothers Holdings Inc.
               745 Seventh Avenue
               New York, New York  10019
               Attention:  Scott Lechner;

          and

          (ii) Counsel to the UBS Mortgage Loan Seller:

               Cadwalader, Wickersham & Taft LLP
               100 Maiden Lane
               New York, New York 10038
               Attention: Anna Glick


                                       N-3




                                                                      SCHEDULE 1

     Mortgage Loan Number: [________________] [See Exhibit A hereto]

     Name of Mortgaged Property: _______________________________________________

     Material Breach: Explain the nature of the Material Breach: _______________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     [Potential] Material Document Defect: [List the affected documents and
describe nature of the Material Document Defect:] [The Subject Trust Mortgage
[Loan] [Loans] have the document defects outlined on Exhibit A hereto]__________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     Servicing Transfer Event/Assumption: Explain the nature of the Servicing
Transfer Event/Assumption:______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     Other: Set forth any necessary additional information: ____________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


                                      N-4




                                    EXHIBIT O

                    FORM OF CONTROLLING CLASS REPRESENTATIVE
                            CONFIDENTIALITY AGREEMENT

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois  60603

Attention: Global Securities and Trust Services--
           LB-UBS Commercial Mortgage Trust 2008-C1

Wachovia Bank, National Association
201 South College Street, 9th Floor
NC 1075
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2008-C1

CWCapital Asset Management LLC
701 Thirteenth Street, NW, Suite 1000
Washington, D.C. 20005
Attention:  LB-UBS Commercial Mortgage Trust 2008-C1

     Re: LB-UBS Commercial Mortgage Trust 2008-C1,
         Commercial Mortgage Pass-Through Certificates, Series 2008-C1

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of April 11, 2008 the ("Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, and LaSalle Bank National
Association, as trustee (the "Trustee"), with respect to LB-UBS Commercial
Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series
2008-C1 (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

          1. The undersigned is the Controlling Class Representative.

          2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential (except for Information with respect to tax treatment or tax
structure), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part (other than for the purpose of communicating with the Controlling Class or
counsel); provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.


                                       O-1




          3. The undersigned will not use or disclose the Information in any
manner which could result in a violation on the part of any person or entity of
any provision of the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended, or would require
registration of any Non-Registered Certificate pursuant to Section 5 of the
Securities Act.

          4. The undersigned confirms its acceptance of its appointment as
Controlling Class Representative. Notices and other correspondences should be
delivered to: [Name/ Address/ Phone/ Facsimile/ Email]. Below is a list of
officers or employees with whom parties to the Pooling and Servicing Agreement
may deal with.

      NAME             TITLE         WORK ADDRESS     FACSIMILE NUMBER

[_____________]   [_____________]   [_____________]   [_____________]
[_____________]   [_____________]   [_____________]   [_____________]

          To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [CONTROLLING CLASS REPRESENTATIVE]


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      O-2




                                    EXHIBIT P

                      FORM OF TRUSTEE BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 2008-C1 (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 2008-C1 (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of April 11, 2008 (the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), LaSalle Bank
National Association as trustee (the "Trustee"), Wachovia Bank, National
Association as master servicer (the "Master Servicer") and CWCapital Asset
Management LLC as special servicer (the "Special Servicer"), relating to the
Certificates, the undersigned, a ____________________ of the Trustee and on
behalf of the Trustee, hereby certifies to Structured Asset Securities
Corporation II (the "Certifying Party") and to each of the officer(s) executing
the subject certification pursuant to the Sarbanes-Oxley Act of 2002 (the
"Certifying Officer") and the Certifying Party's partners, representatives,
affiliates, members, managers, directors, officers, employees and agents, to the
extent that the following information is within our normal area of
responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:

               1. I have reviewed (i) the information reported or caused to be
     reported by the Trustee to the Depositor pursuant to Section 8.15(b) of the
     Pooling and Servicing Agreement (the "Section 8.15(b) Information") for the
     Trust's fiscal year _____, and (ii) the annual report on Form 10-K for the
     Trust's fiscal year _______, and all distribution reports on Form 10-D and
     current reports on Form 8-K filed in respect of periods included in the
     year covered by that annual report, of the Trust (such annual report,
     distribution reports and current reports, collectively, the "Reports");

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Master Servicer Backup Certification
     and in the Special Servicer Backup Certification (in each case, to the
     extent that such statements are relevant to the statements made in this
     Trustee Backup Certification), the information in the Reports relating to
     distributions on and/or characteristics (including Certificate Principal
     Balances, Certificate Notional Amounts and Pass-Through Rates) of the
     Certificates, and/or relating to the Trustee, its Affiliates, any and all
     sub-servicers, subcontractors and agents retained or engaged by the Trustee
     and/or any and all Trustee Appointees, taken as a whole, does not contain
     any untrue statement of material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading as of the last day of the
     period covered by the subject Annual Report on Form 10-K;

               3. Based on my knowledge, the information in the Reports relating
     to distributions on and/or characteristics (including Certificate Principal
     Balances, Certificate Notional Amounts and Pass-Through Rates) of the
     Certificates and/or relating to the Trustee, its Affiliates, any and all
     sub-servicers, subcontractors and agents retained or engaged by the Trustee
     and/or any and all Trustee Appointees, includes all information of such
     type required to


                                       P-1




          be included in the Reports for the relevant period covered by the
          subject Annual Report on Form 10-K;

               4. To my knowledge, the Section 8.15(b) Information did not
     contain any untrue statement of a material fact or omit to state a material
     fact required to be reported or caused to be reported to the Depositor by
     the Trustee pursuant to Section 8.15(b);

               5. To my knowledge, the information in the Reports includes all
     information that was provided to the Trustee by the Master Servicer and/or
     the Special Servicer pursuant to Section 8.15(b) of the Pooling and
     Servicing Agreement and, if and to the extent contemplated by Section 8.15
     of the Pooling and Servicing Agreement, approved by the Depositor for
     inclusion in the Reports, and all Servicer Reports provided to the Trustee
     by the Master Servicer and/or the Special Servicer under the Pooling and
     Servicing Agreement, for the Trust's fiscal year; and

               6. To my knowledge, the Reports include all Form 8-K Required
     Information, Form 10-D Required Information and Form 10-K Required
     Information that the Trustee had actual knowledge of for the Trust's fiscal
     year and that, if and to the extent contemplated by Section 8.15 of the
     Pooling and Servicing Agreement, was approved by the Depositor for
     inclusion in the Reports.

               7. I am responsible for reviewing the activities performed by the
     Trustee under the Pooling and Servicing Agreement and, based on my
     knowledge and the review required under the Pooling and Servicing
     Agreement, and except as disclosed in the Annual Assessment Report
     delivered by the Trustee for such year, the Trustee has fulfilled its
     obligations under the Pooling and Servicing Agreement.

          8. All Annual Statements of Compliance and all Annual Assessment
Reports and their related Annual Attestation Reports required to be provided to
the Depositor by the Trustee and its Servicing Representatives with respect to
the Trust's fiscal year ____ under or as contemplated by the Pooling and
Servicing Agreement, have been so provided thereby, with the following
exceptions: __________________________________.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF TRUSTEE]

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       P-2




                                   EXHIBIT Q-1

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION

                           TO BE PROVIDED TO DEPOSITOR

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1 (the "Trust") Commercial
          Mortgage Pass-Through Certificates, Series 2008-C1 (the
          "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of April 11, 2008 (the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), LaSalle Bank
National Association as trustee (the "Trustee"), Wachovia Bank, National
Association as master servicer (the "Master Servicer") and CWCapital Asset
Management LLC as special servicer (the "Special Servicer"), relating to the
Certificates, the undersigned, a ____________________ of the Master Servicer and
on behalf of the Master Servicer, hereby certifies to Structured Asset
Securities Corporation II (the "Certifying Party") and to each of the officer(s)
executing the subject certification pursuant to the Sarbanes-Oxley Act of 2002
(the "Certifying Officer") and the Certifying Party's partners, representatives,
affiliates, members, managers, directors, officers, employees and agents, to the
extent that the following information is within our normal area of
responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:

               1. I have, or someone under my supervision has, reviewed: (i) all
     the information delivered by the Master Servicer to the Depositor and the
     Trustee pursuant to Section 8.15(b) of the Pooling and Servicing Agreement
     (the "Section 8.15(b) Information") for the Trust's fiscal year __________;
     and (ii) all the Servicer Reports delivered by the Master Servicer to the
     Trustee, in each case, for the Trust's fiscal year __________;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the Section 8.15(b) Information (provided,
     that the Master Servicer shall not be responsible for or be required to
     perform any analysis regarding information in a borrower's financial
     statements on which such Section 8.15(b) Information is based beyond such
     analysis as would be required in accordance with the Servicing Standard and
     the terms of the Pooling and Servicing Agreement) and the information in
     the Servicer Reports delivered by the Master Servicer to the Trustee for
     the Trust's fiscal year __________ relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, and/or relating to the Master Servicer, its
     Affiliates and/or any and all sub-servicers, subcontractors and agents of
     the Master Servicer, taken as a whole, do not contain any untrue statement
     of material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading as of the last day of such fiscal year;

               3. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the


                                      Q-1-1




     Servicer Reports delivered by the Master Servicer to the Trustee for the
     Trust's fiscal year __________ relating to servicing information, including
     information relating to actions of the Master Servicer and/or payments and
     other collections on and characteristics of the Trust Mortgage Loans and
     REO Properties, and/or relating to the Master Servicer, its Affiliates
     and/or any and all sub-servicers, subcontractors and agents of the Master
     Servicer, together with the Section 8.15(b) Information for the Trust's
     fiscal year __________, includes all information of such type required to
     be provided by the Master Servicer to the Trustee under the Pooling and
     Servicing Agreement for such year;

               4. I am responsible for reviewing the activities performed by the
     Master Servicer under the Pooling and Servicing Agreement and, based on my
     knowledge and the review required under the Pooling and Servicing
     Agreement, and except as disclosed in the Annual Statement of Compliance
     and the Annual Assessment Report delivered by the Master Servicer for the
     Trust's fiscal year _______, the Master Servicer has fulfilled all of its
     obligations under the Pooling and Servicing Agreement in all material
     respects during such fiscal year;

               5. All Annual Statements of Compliance and all Annual Assessment
     Reports and their related Annual Attestation Reports required to be
     provided to the Trustee and the Depositor by the Master Servicer or any
     Additional Servicer or Sub-Servicing Function Participant (retained by the
     Master Servicer) under or as contemplated by the Pooling and Servicing
     Agreement have been provided thereby, with the following exceptions:
     ___________________________________. Based on my knowledge, there are no
     material instances of noncompliance relating to the Master Servicer's or
     any such other party's compliance with the Relevant Servicing Criteria, in
     each case based upon the Annual Attestation Report provided by a registered
     public accounting firm, after conducting a review in compliance with the
     standards for attestation engagements issued or adopted by the PCAOB,
     delivered pursuant to Section 3.14 of the Pooling and Servicing Agreement,
     except as disclosed in the Master Servicer's Annual Statement of Compliance
     and Annual Assessment Reports.

          The foregoing certifications under clauses 2. and 3. above assume that
the following sections and parts of the Prospectus Supplement did not, as of the
date thereof or as of the Closing Date, contain any untrue statement of a
material fact regarding the Mortgage Loan Seller Matters (as defined below) or
omit to state any material fact regarding the Mortgage Loan Seller Matters
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading: "Summary of Prospectus
Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors" and "Description of the Mortgage Pool" and Annex A-1, Annex A-2
and Annex F to the Prospectus Supplement. "Mortgage Loan Seller Matters" as used
in the preceding sentence shall mean the description of the Mortgage Loans, the
Mortgaged Properties and the Mortgagors. In addition, notwithstanding the
foregoing certifications under clauses 2. and 3. above, the Master Servicer does
not make any certification under such clauses 2. and 3. above with respect to
the (i) Section 8.15(b) Information or (ii) the information in the Servicer
Reports delivered by the Master Servicer to the Trustee and/or the Depositor and
referred to in such clauses 2. and 3. above that, in each case, is in turn
dependent upon information provided by (other than, if and to the extent such
information has been provided by such party, the certification under clause 3,
above) (a) the Special Servicer under the Pooling and Servicing Agreement,
beyond the corresponding certification actually provided by the Special
Servicer, and/or (b) an Outside Servicer under the applicable Outside Servicing


                                      Q-1-2




Agreement, beyond the corresponding certification actually provided by such
Outside Servicer; provided, that clause (b) shall not apply with respect to any
particular Outside Servicer if such Outside Servicer is the same entity as, or
is an Affiliate of, the Master Servicer. Further, notwithstanding the foregoing
certifications, the Master Servicer does not make any certification under the
foregoing clauses 1. through 5. that is in turn dependent upon information
required to be provided by any Sub-Servicer identified on Exhibit K-1 to the
Pooling and Servicing Agreement, acting under a Sub-Servicing Agreement that the
Master Servicer entered into in connection with the issuance of the
Certificates, or upon the performance by any such Sub-Servicer of its
obligations pursuant to any such Sub-Servicing Agreement, in each case beyond
the respective backup certifications actually provided by such Sub-Servicer to
the Master Servicer with respect to the information that is the subject of such
certification.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF MASTER SERVICER]

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:


                                      Q-1-3




                                   EXHIBIT Q-2

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION
                        TO BE PROVIDED TO OTHER DEPOSITOR

                      [_________________ LOAN COMBINATION]

     RE:  LB-UBS Commercial Mortgage Trust 2008-C1 (the "LB-UBS 2008-C1 Trust"),
          Commercial Mortgage Pass-Through Certificates, Series 2008-C1 (the
          "LB-UBS 2008-C1 Certificates"); and [NON-TRUST MORTGAGE LOAN
          SECURITIZATION TRUST] (the "Other Trust"), [NON-TRUST MORTGAGE LOAN
          SECURITIES] (the "Other Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of April 11, 2008 (the "LB-UBS 2008-C1 Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II as depositor (the "LB-UBS
2008-C1 Depositor"), Wachovia Bank, National Association, as master servicer
(the "LB-UBS 2008-C1 Master Servicer"), CWCapital Asset Management LLC as
special servicer (the "LB-UBS 2008-C1 Special Servicer") and LaSalle Bank
National Association, as trustee (the "LB-UBS 2008-C1 Trustee"), relating to the
LB-UBS 2008-C1 Certificates, the undersigned, a ____________________ of the
LB-UBS 2008-C1 Master Servicer and on behalf of the LB-UBS 2008-C1 Master
Servicer, solely with respect to the [__________ Loan Combination], one of the
notes evidencing which is held in the Other Trust, pursuant to the pooling and
servicing agreement, dated as of [____________], between [_________________] as
depositor (the "Other Depositor"), [_________________] as master servicer (the
"Other Master Servicer"), the [_________________] as special servicer (the
"Other Special Servicer") and [_________________], as trustee (the "Other
Trustee"), hereby certifies to the [___________] Depositor (the "Certifying
Party") and its partners, representatives, affiliates, members, managers,
directors, officers, employees and agents, and to each of the Certifying Party's
officers executing the subject certification pursuant to the Sarbanes-Oxley Act
of 2002 (the "Certifying Officers") to the extent that the following information
is within our normal area of responsibilities and duties under the LB-UBS
2008-C1 Pooling and Servicing Agreement, and with the knowledge and intent that
they will rely upon this certification, that:

               1. I have, or someone under my supervision has, reviewed: (i) all
     the information delivered by the LB-UBS 2008-C1 Master Servicer to the
     Other Depositor, the Other Master Servicer and/or the Other Trustee
     pursuant to Section 8.15(b) of the LB-UBS 2008-C1 Pooling and Servicing
     Agreement (the "Section 8.15(b) Information") for
     ---------------------------- the Other Trust's fiscal year __________; and
     (ii) all the Servicer Reports delivered by the LB-UBS 2008-C1 Master
     Servicer to the Other Depositor, the Other Master Servicer and/or the Other
     Trustee, in each case, for the Other Trust's fiscal year __________;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the Section 8.15(b) Information (provided,
     that the LB-UBS 2008-C1 Master Servicer shall not be responsible for or be
     required to perform any analysis regarding information in a borrower's
     financial statements on which such Section 8.15(b) Information is based
     beyond such analysis as would be required in


                                      Q-2-1




     accordance with the Servicing Standard and the terms of the LB-UBS 2008-C1
     Pooling and Servicing Agreement) and the information in the Servicer
     Reports delivered by the LB-UBS 2008-C1 Master Servicer to the Other
     Depositor, the Other Master Servicer and/or the Other Trustee for the Other
     Trust's fiscal year __________ relating to servicing information, including
     information relating to actions of the LB-UBS 2008-C1 Master Servicer
     and/or payments and other collections on and characteristics of the
     [____________ Loan Combination] and related REO Propert(y)(ies), if any,
     and/or relating to the LB-UBS 2008-C1 Master Servicer, its Affiliates
     and/or any and all sub-servicers, subcontractors and agents of the LB-UBS
     2008-C1 Master Servicer, taken as a whole, do not contain any untrue
     statement of material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading as of the last day of such fiscal
     year;

               3. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports
     delivered by the LB-UBS 2008-C1 Master Servicer to the Other Depositor, the
     Other Master Servicer and/or the Other Trustee for the Other Trust's fiscal
     year __________ relating to servicing information, including information
     relating to actions of the LB-UBS 2008-C1 Master Servicer and/or payments
     and other collections on and characteristics of the [____________ Loan
     Combination] and related REO Propert(y)(ies), if any, and/or relating to
     the LB-UBS 2008-C1 Master Servicer, its Affiliates and/or any and all
     sub-servicers, subcontractors and agents of the LB-UBS 2008-C1 Master
     Servicer, together with the Section 8.15(b) Information for the Other
     Trust's fiscal year __________, includes all information of such type
     required to be provided by the LB-UBS 2008-C1 Master Servicer to the Other
     Depositor, the Other Master Servicer and/or the Other Trustee under the
     LB-UBS 2008-C1 Pooling and Servicing Agreement for such year;

               4. I am responsible for reviewing the activities performed by the
     LB-UBS 2008-C1 Master Servicer under the LB-UBS 2008-C1 Pooling and
     Servicing Agreement and, based on my knowledge and the review required
     under the LB-UBS 2008-C1 Pooling and Servicing Agreement, and except as
     disclosed in the Annual Statement of Compliance and the Annual Assessment
     Report delivered by the LB-UBS 2008-C1 Master Servicer for the Other
     Trust's fiscal year _______, the LB-UBS 2008-C1 Master Servicer has
     fulfilled all of its obligations under the LB-UBS 2008-C1 Pooling and
     Servicing Agreement in all material respects during such fiscal year;

               5. All Annual Statements of Compliance and all Annual Assessment
     Reports and their related Annual Attestation Reports required to be
     provided to the Other Depositor, the Other Master Servicer and/or the Other
     Trustee by the LB-UBS 2008-C1 Master Servicer or any Additional Servicer or
     Sub-Servicing Function Participant (retained by the LB-UBS 2008-C1 Master
     Servicer) under or as contemplated by the LB-UBS 2008-C1 Pooling and
     Servicing Agreement have been provided thereby, with the following
     exceptions: ___________________________________. Based on my knowledge,
     there are no material instances of noncompliance relating to the LB-UBS
     2008-C1 Master Servicer's or any such other party's compliance with the
     Relevant Servicing Criteria, in each case based upon the Annual Attestation
     Report provided by a registered public accounting firm, after conducting a
     review in compliance with the standards for attestation engagements issued
     or adopted by the PCAOB,


                                      Q-2-2




     delivered pursuant to Section 3.14 of the LB-UBS 2008-C1 Pooling and
     Servicing Agreement, except as disclosed in the LB-UBS 2008-C1 Master
     Servicer's Annual Statement of Compliance and Annual Assessment Reports.

          The foregoing certifications under clauses 2. and 3. above assume that
the following sections and parts of the Prospectus Supplement did not, as of the
date thereof or as of the Closing Date, contain any untrue statement of a
material fact regarding the Mortgage Loan Seller Matters (as defined below) or
omit to state any material fact regarding the Mortgage Loan Seller Matters
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading: "Summary of Prospectus
Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors" and "Description of the Mortgage Pool" and Annex A-1, Annex A-2
and Annex F to the Prospectus Supplement. "Mortgage Loan Seller Matters" as used
in the preceding sentence shall mean the description of the [___________] Loan
Combination, the related Mortgaged Propert(y)(ies) and the related Mortgagor(s).
In addition, notwithstanding the foregoing certifications under clauses 2. and
3. above, the LB-UBS 2008-C1 Master Servicer does not make any certification
under such clauses 2. and 3. above with respect to the (i) Section 8.15(b)
Information or (ii) the information in the Servicer Reports delivered by the
LB-UBS 2008-C1 Master Servicer to the Other Depositor, the Other Master and/or
the Other Trustee and referred to in such clauses 2. and 3. above that, in each
case, is in turn dependent upon information provided by (other than, if and to
the extent such information has been provided by such party, the certification
under clause 3, above) (a) the LB-UBS 2008-C1 Special Servicer under the LB-UBS
2008-C1 Pooling and Servicing Agreement, beyond the corresponding certification
actually provided by the LB-UBS 2008-C1 Special Servicer. Further,
notwithstanding the foregoing certifications, the LB-UBS 2008-C1 Master Servicer
does not make any certification under the foregoing clauses 1. through 5. that
is in turn dependent upon information required to be provided by any
Sub-Servicer identified on Exhibit K-1 to the LB-UBS 2008-C1 Pooling and
Servicing Agreement, acting under a Sub-Servicing Agreement that the LB-UBS
2008-C1 Master Servicer entered into in connection with the issuance of the
LB-UBS 2008-C1 Certificates, or upon the performance by any such Sub-Servicer of
its obligations pursuant to any such Sub-Servicing Agreement, in each case
beyond the respective backup certifications actually provided by such
Sub-Servicer to the LB-UBS 2008-C1 Master Servicer with respect to the
information that is the subject of such certification.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the LB-UBS 2008-C1 Pooling and Servicing
Agreement.

Date:

                                            [NAME OF MASTER SERVICER]

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                      Q-2-3




                                   EXHIBIT R-1

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                   TO BE PROVIDED TO DEPOSITOR/MASTER SERVICER

     Re:  LB-UBS Commercial Mortgage Trust 2008-C1 (the "Trust") Commercial
          Mortgage Pass-Through Certificates, Series 2008-C1
          (the "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of April 11, 2008 (the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), LaSalle Bank
National Association as trustee (the "Trustee"), Wachovia Bank, National
Association as master servicer (the "Master Servicer") and CWCapital Asset
Management LLC as special servicer (the "Special Servicer"), relating to the
Certificates, the undersigned, a ____________________ of the Special Servicer
and on behalf of the Special Servicer, hereby certifies to Structured Asset
Securities Corporation II (the "Certifying Party") and to each of the officer(s)
executing the subject certification pursuant to the Sarbanes-Oxley Act of 2002
(the "Certifying Officer") and the Certifying Party's partners, representatives,
affiliates, members, managers, directors, officers, employees and agents, to the
extent that the following information is within our normal area of
responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:

          1. I (or an officer or employee under my supervision) have reviewed
(i) all the Servicer Reports delivered by the Special Servicer to the Master
Servicer and/or the Trustee for the Trust's fiscal year ______________ as to the
special servicing by the Special Servicer of specially serviced mortgage loans
(the "Specially Serviced Mortgage Loans") or real properties owned by the Trust
that were acquired through foreclosure of loans as to which the Special Servicer
has servicing responsibilities ("REO Properties"), and (ii) all the information
delivered by the Special Servicer to the Depositor and the Trustee pursuant to
Section 8.15(b) of the Pooling and Servicing Agreement for the Trust's fiscal
year _____________ (the "Section 8.15(b) Information").

          2. To the best of my knowledge, the Section 8.15(b) Information and
the information in the Servicer Reports delivered to the Master Servicer and/or
the Trustee for the Trust's fiscal year _____________ relating to the Special
Servicer and servicing information in respect of Specially Serviced Mortgage
Loans and REO Properties, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of such fiscal year.

          3. To the best of my knowledge, the information in the Servicer
Reports delivered to the Master Servicer and/or the Trustee for such year
relating to the Special Servicer and servicing information in respect of
Specially Serviced Mortgage Loans and REO Properties, together with the Section
8.15(b) Information, includes all information of such type required to be
provided by the Special Servicer to the Trustee and the Master Servicer under
the Pooling and Servicing Agreement.

          4. I am responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement, and based on my
knowledge and the compliance reviews


                                      R-1-1




conducted in preparing the Special Servicer's Annual Statement of Compliance
under the Pooling and Servicing Agreement, and except as disclosed in the Annual
Statement of Compliance and the Annual Assessment Report delivered to the
Depositor pursuant to the Pooling and Servicing Agreement, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all
material respects during such fiscal year.

          5. All Annual Statements of Compliance and all Annual Assessment
Reports and their related Annual Attestation Reports required to be provided to
the Depositor and the Trustee by the Special Servicer and its Servicing
Representatives with respect to the Trust's fiscal year ____ under or as
contemplated by the Pooling and Servicing Agreement, have been so provided
thereby, with the following exceptions: __________________________________.

          The statements in this Certificate are limited to information
regarding the Special Servicer and the Special Servicer's activities under the
Pooling and Servicing Agreement. This Certification does not relate to
information in the Servicer Reports and the Section 8.15(b) Information relating
to any other person or any other topic.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF SPECIAL SERVICER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      R-1-2




                                   EXHIBIT R-2

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
            TO BE PROVIDED TO OTHER DEPOSITOR/OUTSIDE MASTER SERVICER

                      [_________________ LOAN COMBINATION]

     RE:  LB-UBS Commercial Mortgage Trust 2008-C1 (the "LB-UBS 2008-C1 Trust"),
          Commercial Mortgage Pass-Through Certificates, Series 2008-C1 (the
          "LB-UBS 2008-C1 Certificates"); and [NON-TRUST MORTGAGE LOAN
          SECURITIZATION TRUST] (the "Other Trust")] [NON-TRUST MORTGAGE LOAN
          SECURITIES CERTIFICATES] (the "Other Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of April 11, 2008 (the "LB-UBS 2008-C1 Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II as depositor (the "LB-UBS
2008-C1 Depositor"), Wachovia Bank, National Association, as master servicer
(the "LB-UBS 2008-C1 Master Servicer"), the CWCapital Asset Management LLC as
special servicer (the "LB-UBS 2008-C1 Special Servicer") and LaSalle Bank
National Association, as trustee (the "LB-UBS 2008-C1 Trustee"), relating to the
LB-UBS 2008-C1 Certificates, the undersigned, a ______________ of the LB-UBS
2008-C1 Special Servicer and on behalf of the LB-UBS 2008-C1 Special Servicer,
solely with respect to the [__________ Loan Combination], one of the notes
evidencing which is held in the Other Trust, pursuant to the pooling and
servicing agreement, dated as of [____________], between [_________________] as
depositor (the "Other Depositor"), [_________________] as master servicer (the
"Other Master Servicer"), the [_________________] as special servicer (the
"Other Special Servicer") and [_________________], as trustee ("Other Trustee),
hereby certifies to the Other Depositor (the "Certifying Party") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, and to each of the Certifying Party's officers executing
the subject certification pursuant to the Sarbanes-Oxley Act of 2002 (the
"Certifying Officers") to the extent that the following information is within
our normal area of responsibilities and duties under the LB-UBS 2008-C1 Pooling
and Servicing Agreement, and with the knowledge and intent that they will rely
upon this certification, that:

          1. I (or an officer or employee under my supervision) have reviewed
(i) all the Servicer Reports delivered by the LB-UBS 2008-C1 Special Servicer to
the LB-UBS 2008-C1 Master Servicer for the [_________] Trust's fiscal year
______________ as to the special servicing by the LB-UBS 2008-C1 Special
Servicer of specially serviced mortgage loans (the "Specially ----------
Serviced Mortgage Loans") or real properties owned by the Other Trust that were
acquired through foreclosure of loans as to which the LB-UBS 2008-C1 Special
Servicer has servicing responsibilities ------------------------- ("REO
Properties"), and (ii) all the information delivered by the LB-UBS 2008-C1
Special Servicer to the Other Depositor, the Other Master Servicer and/or the
Other Trustee pursuant to Section 8.15(b) ---------------- of the LB-UBS 2008-C1
Pooling and Servicing Agreement for the Other Trust's fiscal year _____________
(the "Section 8.15(b) Information").

          2. To the best of my knowledge, the Section 8.15(b) Information and
the information in the Servicer Reports delivered to the LB-UBS 2008-C1 Master
Servicer, the Other Depositor, the


                                      R-2-1




Other Master Servicer and/or the Other
Trustee for the Other Trust's fiscal year _____________ relating to the LB-UBS
2008-C1 Special Servicer and servicing information in respect of Specially
Serviced Mortgage Loans and REO Properties, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of such fiscal
year.

          3. To the best of my knowledge, the information in the Servicer
Reports delivered to the LB-UBS 2008-C1 Master Servicer for such year relating
to the LB-UBS 2008-C1 Special Servicer and servicing information in respect of
Specially Serviced Mortgage Loans and REO Properties, together with the Section
8.15(b) Information, includes all information of such type required to be
provided by the LB-UBS 2008-C1 Special Servicer to the Other Depositor, the
Other Master Servicer, the Other Trustee and/or the LB-UBS 2008-C1 Master
Servicer under the LB-UBS 2008-C1 Pooling and Servicing Agreement.

          4. I am responsible for reviewing the activities performed by the
LB-UBS 2008-C1 Special Servicer under the LB-UBS 2008-C1 Pooling and Servicing
Agreement, and based on my knowledge and the compliance reviews conducted in
preparing the LB-UBS 2008-C1 Special Servicer's Annual Statement of Compliance
under the LB-UBS 2008-C1 Pooling and Servicing Agreement, and except as
disclosed in the Annual Statement of Compliance and the Annual Assessment Report
delivered to the Other Depositor, the Other Master Servicer and/or the Other
Trustee pursuant to the LB-UBS 2008-C1 Pooling and Servicing Agreement, the
LB-UBS 2008-C1 Special Servicer has fulfilled its obligations under the LB-UBS
2008-C1 Pooling and Servicing Agreement in all material respects during such
fiscal year.

          5. All Annual Statements of Compliance and all Annual Assessment
Reports and their related Annual Attestation Reports required to be provided to
the Other Depositor, the Other Master Servicer and/or the Other Trustee by the
LB-UBS 2008-C1 Special Servicer and its Servicing Representatives with respect
to the Other Trust's fiscal year ____ under or as contemplated by the LB-UBS
2008-C1 Pooling and Servicing Agreement, have been so provided thereby, with the
following exceptions: __________________________________.


                                      R-2-2




          The statements in this Certificate are limited to information
regarding the LB-UBS 2008-C1 Special Servicer and the LB-UBS 2008-C1 Special
Servicer's activities under the LB-UBS 2008-C1 Pooling and Servicing Agreement.
This Certification does not relate to information in the Servicer Reports and
the Section 8.15(b) Information relating to any other person or any other topic.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the LB-UBS 2008-C1 Pooling and Servicing
Agreement.

Date:

                                        [NAME OF SPECIAL SERVICER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      R-2-3




                                    EXHIBIT S

                    FORM OF OUTSIDE SERVICER/TRUSTEE NOTICE

                                     [Date]

[OUTSIDE MASTER SERVICER]
[OUTSIDE SPECIAL SERVICER]
[OUTSIDE TRUSTEE]
[OTHER SERVICERS UNDER OUTSIDE SERVICING AGREEMENT]

     Re:  Co-Lender Agreement, dated as of [_________], 200____ (the "Co-Lender
          Agreement") among [SPECIFY PARTIES]

Ladies and Gentlemen:

          This notice is being delivered to you in connection with the Co-Lender
Agreement and pursuant to Section 3.02(c) and Section 6.11(c) of the Pooling and
Servicing Agreement dated as of April 11, 2008 (the "Agreement") between
Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), CWCapital Asset Management
LLC, as special servicer, and LaSalle Bank National Association, as trustee (the
"Trustee", which term includes any successor entity under the Agreement), which
Agreement relates to the issuance of the LB-UBS Commercial Mortgage Trust
2008-C1, Commercial Mortgage Pass-Through Certificates, Series 2008-C1. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Co-Lender Agreement.

          [Notice is hereby given that as of April 29, 2008, the "Closing Date"
under the Agreement, the Trustee is the holder of [the Note ___ Mortgage Loan]
[Loan ___] (as defined in the Co-Lender Agreement), and, in that capacity, the
Trustee assumes the rights and obligations of the [Note ____ Lender] [_____
Noteholder] under the Co-Lender Agreement.]

          [You are hereby directed to remit to the Master Servicer all amounts
payable to the [Note ___ Lender] [__ Noteholder] under the Co-Lender Agreement
and the governing [Servicing Agreement], to the following account:

     [Account holder]
     [Address]
     ABA: [ ]
     Acct: [ ]
     Acct #: [ ]
     Ref: [Sears Tower, Loan # [ ]]
     Location: [________________]


                                       S-1




          [You are hereby further directed to forward, deliver, or otherwise
make available to the Master Servicer (and, in the case of CMSA reports, files
and templates, the Trustee), all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made
available to the [Note ___ Lender] [___ Noteholder] under the Co-Lender
Agreement and the governing [Servicing Agreement], to the following: [name of
Master Servicer/address/facsimile number/email address/telephone number], with
(in the case of CMSA reports, files and templates) a copy to [name of
Trustee/address/facsimile number/email address/telephone number.] In connection
with the foregoing, a request is hereby made for the contemporaneous delivery to
the above-referenced parties of all reports (including without limitation all
CMSA reports, files and templates), statements, documents, communications and
other information relating to [the Note ___ Mortgage Loan] [Note ___], the
related mortgage real property or other related collateral, the related borrower
or any related guarantor or other related obligor and/or any related mortgage
loan or mezzanine loan, that you may provide, deliver or otherwise make
available to any other party to the applicable [Servicing Agreement] or a
controlling class representative, operating adviser or similar party under the
applicable [Servicing Agreement].

          You are hereby further notified that the trust formed pursuant to the
Agreement is subject to the reporting obligations of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the requirements of Regulation AB.
Please forward all reports, documents and other information required by such
trust (to comply with such reporting obligations and requirements) with respect
to you, your affiliates and/or [the Note ___ Mortgage Loan] [Loan ___], to the
Master Servicer and the Trustee at the addresses stated in the preceding
paragraph].

          [Please also be advised that [______________], as the initial
"Controlling Class Representative" under the Agreement is, to the fullest extent
permitted under the Co-Lender Agreement, entitled to exercise any rights and
powers of the Trustee, in its capacity as [Note ___ Lender] [___ Noteholder],
under Section ___ of the Co-Lender Agreement.]

          [Please also be advised that a new Controlling Class Representative
has been appointed in accordance with Section 6.09(b) of the Agreement, which
new Controlling Class Representative is _________________________ [include
notice information] and such party is, to the fullest extent permitted under the
Co-Lender Agreement, entitled to exercise any rights and powers of the Trustee,
in its capacity as [Note ___ Lender] [___ Noteholder], under Section ___ of the
Co-Lender Agreement.]

                                        Very truly yours,

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as  Trustee


                                        By: ____________________________________
                                            Name:
                                            Title:

c.c. [OTHER RELATED NON-TRUST MORTGAGE LOAN NOTEHOLDERS]


                                       S-2




                                    EXHIBIT T

                       RELEVANT SERVICING CRITERIA MATRIX



    1122 ITEM                    DESCRIPTION OF SERVICING CRITERIA                 RESPONSIBLE PARTY*
----------------   -------------------------------------------------------------   ------------------

                         GENERAL SERVICING CONSIDERATIONS

1122(d)(1)(i)      Policies and procedures are instituted to monitor any           Master Servicer,
                   performance or other triggers and events of default in          Special Servicer,
                   accordance with the transaction agreements.                     Trustee

1122(d)(1)(ii)     If any material servicing activities are outsourced to third    Master Servicer,
                   parties, policies and procedures are instituted to monitor      Special Servicer,
                   the third party's performance and compliance with such          Trustee
                   servicing activities.

1122(d)(1)(iii)    Any requirements in the transaction agreements to maintain a    Not Applicable
                   back-up servicer for the pool assets are maintained.

1122(d)(1)(iv)     A fidelity bond and errors and omissions policy is in effect    Master Servicer,
                   on the party participating in the servicing function            Special Servicer,
                   throughout the reporting period in the amount of coverage       Trustee
                   required by and otherwise in accordance with the terms of the
                   transaction agreements.

                       CASH COLLECTION AND ADMINISTRATION

1122(d)(2)(i)      Payments on pool assets are deposited into the appropriate      Master Servicer,
                   custodial bank accounts and related bank clearing accounts no   Special Servicer,
                   more than two business days of receipt, or such other number    Trustee
                   of days specified in the transaction agreements.

1122(d)(2)(ii)     Disbursements made via wire transfer on behalf of an obligor    Master Servicer,
                   or to an investor are made only by authorized personnel.        Special Servicer,
                                                                                   Trustee

1122(d)(2)(iii)    Advances of funds or guarantees regarding collections, cash     Master Servicer,
                   flows or distributions, and any interest or other fees          Special Servicer,
                   charged for such advances, are made, reviewed and approved as   Trustee
                   specified in the transaction agreements.

1122(d)(2)(iv)     The related accounts for the transaction, such as cash          Master Servicer,
                   reserve accounts or accounts established as a form of           Special Servicer,
                   overcollateralization, are separately maintained (e.g., with    Trustee
                   respect to commingling of cash) as set forth in the
                   transaction agreements.

1122(d)(2)(v)      Each custodial account is maintained at a federally insured     Master Servicer,
                   depository institution as set forth in the transaction          Special Servicer,
                   agreements. For purposes of this criterion, "federally          Trustee
                   insured depository institution" with respect to a foreign
                   financial institution means a foreign financial institution
                   that meets the requirements of Sec. 240.13k-1(b)(1) of this
                   chapter.

1122(d)(2)(vi)     Unissued checks are safeguarded so as to prevent unauthorized   Master Servicer,
                   access.                                                         Special Servicer,
                                                                                   Trustee



                                       T-1






    1122 ITEM                    DESCRIPTION OF SERVICING CRITERIA                 RESPONSIBLE PARTY*
----------------   -------------------------------------------------------------   ------------------

1122(d)(2)(vii)    Reconciliations are prepared on a monthly basis for all         Master Servicer,
                   asset-backed securities related bank accounts, including        Special Servicer,
                   custodial accounts and related bank clearing accounts. These    Trustee
                   reconciliations: (A) Are mathematically accurate; (B) Are
                   prepared within 30 calendar days after the bank statement
                   cutoff date, or such other number of days specified in the
                   transaction agreements; (C) Are reviewed and approved by
                   someone other than the person who prepared the
                   reconciliation; and (D) Contain explanations for reconciling
                   items. These reconciling items are resolved within 90
                   calendar days of their original identification, or such other
                   number of days specified in the transaction agreements.

                       INVESTOR REMITTANCES AND REPORTING

1122(d)(3)(i)      Reports to investors, including those to be filed with the      Master Servicer,
                   Commission, are maintained in accordance with the transaction   Special Servicer,
                   agreements and applicable Commission requirements.              Trustee
                   Specifically, such reports:

1122(d)(3)(i)(A)   (A) Are prepared in accordance with timeframes and other        Master Servicer,
                   terms set forth in the transaction agreements;                  Special Servicer,
                                                                                   Trustee

1122(d)(3)(i)(B)   (B) Provide information calculated in accordance with the       Trustee
                   terms specified in the transaction agreements;

1122(d)(3)(i)(C)   (C) Are filed with the Commission as required by its rules      Trustee
                   and regulations; and

1122(d)(3)(i)(D)   (D) Agree with investors' or the Trustee's records as to the    Trustee
                   total unpaid principal balance and number of pool assets
                   serviced by the servicer.

1122(d)(3)(ii)     Amounts due to investors are allocated and remitted in          Trustee
                   accordance with timeframes, distribution priority and other
                   terms set forth in the transaction agreements.

1122(d)(3)(iii)    Disbursements made to an investor are posted within two         Trustee
                   business days to the servicer's investor records, or such
                   other number of days specified in the transaction agreements.

1122(d)(3)(iv)     Amounts remitted to investors per the investor reports agree    Trustee
                   with cancelled checks, or other form of payment, or custodial
                   bank statements.

                            POOL ASSET ADMINISTRATION

1122(d)(4)(i)      Collateral or security on pool assets is maintained as          Master Servicer,
                   required by the transaction agreements or related pool asset    Special Servicer,
                   documents.                                                      Trustee

1122(d)(4)(ii)     Pool assets and related documents are safeguarded as required   Master Servicer,
                   by the transaction agreements.                                  Special Servicer,
                                                                                   Trustee

1122(d)(4)(iii)    Any additions, removals or substitutions to the asset pool      Master Servicer,
                   are made, reviewed and approved in accordance with any          Special Servicer,
                   conditions or requirements in the transaction agreements.       Trustee



                                       T-2






    1122 ITEM                    DESCRIPTION OF SERVICING CRITERIA                 RESPONSIBLE PARTY*
----------------   -------------------------------------------------------------   ------------------

1122(d)(4)(iv)     Payments on pool assets, including any payoffs, made in         Master Servicer
                   accordance with the related pool asset documents are posted
                   to the applicable servicer's obligor records maintained no
                   more than two business days after receipt, or such other
                   number of days specified in the transaction agreements, and
                   allocated to principal, interest or other items (e.g.,
                   escrow) in accordance with the related pool asset documents.

1122(d)(4)(v)      The servicer's records regarding the pool assets agree with     Master Servicer
                   the servicer's records with respect to an obligor's unpaid
                   principal balance.

1122(d)(4)(vi)     Changes with respect to the terms or status of an obligor's     Master Servicer,
                   pool asset (e.g., loan modifications or re-agings) are made,    Special Servicer,
                   reviewed and approved by authorized personnel in accordance
                   with the transaction agreements and related pool asset
                   documents.

1122(d)(4)(vii)    Loss mitigation or recovery actions (e.g., forbearance plans,   Special Servicer,
                   modifications and deeds in lieu of foreclosure, foreclosures
                   and repossessions, as applicable) are initiated, conducted
                   and concluded in accordance with the timeframes or other
                   requirements established by the transaction agreements.

1122(d)(4)(viii)   Records documenting collection efforts are maintained during    Master Servicer,
                   the period a pool asset is delinquent in accordance with the    Special Servicer,
                   transaction agreements. Such records are maintained on at
                   least a monthly basis, or such other period specified in the
                   transaction agreements, and describe the entity's activities
                   in monitoring delinquent pool assets including, for example,
                   phone calls, letters and payment rescheduling plans in cases
                   where delinquency is deemed temporary (e.g., illness or
                   unemployment).

1122(d)(4)(ix)     Adjustments to interest rates or rates of return for pool       Not aplicable
                   assets with variable rates are computed based on the related
                   pool asset documents.

1122(d)(4)(x)      Regarding any funds held in trust for an obligor (such as
                   escrow accounts) See followings:

                   (A) Such funds are analyzed, in accordance with the obligor's   Master Servicer
                   pool asset documents, on at least an annual basis, or such
                   other period specified in the transaction agreements;

                   (B) Interest on such funds is paid, or credited, to obligors    Master Servicer
                   in accordance with applicable pool asset documents and state
                   laws; and

                   (C) Such funds are returned to the obligor within 30 calendar   Master Servicer
                   days of full repayment of the related pool asset, or such
                   other number of days specified in the transaction agreements.

1122(d)(4)(xi)     Payments made on behalf of an obligor (such as tax or           Master Servicer
                   insurance payments) are made on or before the related penalty
                   or expiration dates, as indicated on the appropriate bills or
                   notices for such payments, provided that such support has
                   been received by the servicer at least 30 calendar days prior
                   to these dates, or such other number of days specified in the
                   transaction agreements.



                                       T-3






    1122 ITEM                    DESCRIPTION OF SERVICING CRITERIA                 RESPONSIBLE PARTY*
----------------   -------------------------------------------------------------   ------------------

1122(d)(4)(xii)    Any late payment penalties in connection with any payment to    Master Servicer
                   be made on behalf of an obligor are paid from the servicer's
                   funds and not charged to the obligor, unless the late payment
                   was due to the obligor's error or omission.

1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within    Master Servicer
                   two business days to the obligor's records maintained by the
                   servicer, or such other number of days specified in the
                   transaction agreements.

1122(d)(4)(xiv)    Delinquencies, charge-offs and uncollectible accounts are       Master Servicer
                   recognized and recorded in accordance with the transaction      Special Servicer
                   agreements.

1122(d)(4)(xv)     Any external enhancement or other support, identified in Item   Not Applicable
                   1114(a)(1) through (3) or Item 1115 of this Regulation AB, is
                   maintained as set forth in the transaction agreements.


With respect to each Servicing Criteria set forth above in this Exhibit T,
"Responsible Party" shall additionally include any Sub-Servicer, sub-contractor,
vendor, agent, custodian or other Person acting on behalf of such Responsible
Party, which Sub-Servicer, sub-contractor, vendor, agent, custodian or other
Person is a "party participating in the servicing function" (within the meaning
of the instructions to Item 1122 of Regulation AB) with respect to the subject
Servicing Criteria and as regards the Trust Fund.


                                       T-4




                                    EXHIBIT U

               FORM OF EXCHANGE ACT REPORTABLE EVENT NOTIFICATION

VIA FAX:     DAVID NASS  (646) 758-5376
VIA EMAIL:   dnass@lehman.com

VIA OVERNIGHT MAIL:

Structured Asset Securities Corporation II, as Depositor
745 Seventh Avenue
New York, New York 10019
Attention: LB-UBS Commercial Mortgage Trust 2008-C1--SEC REPORT PROCESSING

VIA FAX:     (312) 904-2084
VIA EMAIL:   EDGAR@ABNAMRO.COM

VIA OVERNIGHT MAIL:

LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Mailcode: IL4-135-16-25
Chicago, Illinois 60603
Attention: Global Securities and Trust Services--LB-UBS Commercial
           Mortgage Trust 2008-C1--SEC REPORT PROCESSING

     Re: Exchange Act Reportable Event Disclosure

Ladies and Gentlemen:

          In accordance with Section 8.15 of the Pooling and Servicing
Agreement, dated as of April 11, 2008, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, and LaSalle Bank
National Association, as Trustee, the undersigned, as [____________], hereby
notifies you that certain events have come to our attention that [will] [may]
need to be disclosed on Form [10-D] [10-K] [8-K].

Description of Exchange Act Reportable Event:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


                                       U-1




List of any Attachments hereto to be included in the Exchange Act Reportable
Event Disclosure:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

          Any inquiries related to this notification should be directed to
[_______________], phone number: [_________]; email address: [_______________].

                                        [NAME OF PARTY],
                                        as [role]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       U-2




                                    EXHIBIT V

                      FORM OF MASTER SERVICER CERTIFICATION

                              _______________, 2007

To the parties listed on the attached Schedule A

     Re: LB-UBS Commercial Mortgage Trust 2008-C1
         Commercial Mortgage Pass-Through Certificates, Series 2008-C1

Dear Ladies and Gentlemen:

          In connection with the transfer of those certain mortgage loans set
forth on Schedule B (the "Checklist') attached hereto (each a "Mortgage Loan"),
by [Structured Asset Securities Corporation II (the "Depositor")]
[______________ (the "Unaffiliated Mortgage Loan Seller") to the LB-UBS
Commercial Mortgage Trust 2008-C1 (the "Trust"), pursuant to that certain
Pooling and Servicing Agreement dated as of April 11, 2008 (the "Pooling and
Servicing Agreement"), between Structured Asset Securities Corporation II as
depositor, Wachovia Bank, National Association ("Wachovia") as master servicer,
CWCapital Asset Management LLC as special servicer and LaSalle Bank National
Association as trustee, the [Depositor] [the Unaffiliated Mortgage Loan Seller]
has agreed to deliver the "Mortgage Loan Origination Documents" (as defined in
the Pooling and Servicing Agreement), applicable to each such Mortgage Loan, to
Wachovia pursuant to Section 2.01(d) of the Pooling and Servicing Agreement.

          Pursuant to Section 2.01(d) of the Pooling and Servicing Agreement,
Wachovia hereby certifies as to each of the Mortgage Loans set forth on the
Checklist as of the date hereof that: (i) if a check appears on the Checklist
under a Mortgage Loan Origination Document category with respect to any
particular Mortgage Loan, then that Mortgage Loan Origination Document has been
delivered to Wachovia or the applicable Sub-Servicer, in each case in accordance
with the Pooling and Servicing Agreement; (ii) if "NA" appears on the Checklist
under a Mortgage Loan Origination Document category with respect to any
particular Mortgage Loan, then the [Depositor] [the Unaffiliated Mortgage Loan
Seller] has advised Wachovia that such Mortgage Loan Origination Document is not
applicable to such Mortgage Loan and is not, pursuant to the Pooling and
Servicing Agreement, required to be delivered to Wachovia; and (iii) if "O/S"
appears on the Checklist under Mortgage Loan Origination Document category with
respect to any particular Mortgage Loan, then that Mortgage Loan Origination
Document has not been delivered to Wachovia or the applicable Sub-Servicer.

          This certification and spreadsheet supersedes any prior
correspondence, certification, exception list or spreadsheet delivered to the
[Depositor] [the Unaffiliated Mortgage Loan Seller] or any affiliate thereof
relating to receipt or delivery of the Mortgage Loan Origination Documents.


                                       V-1




          IN WITNESS WHEREOF, Wachovia has caused this Master Servicer
Certification to be executed as of the date captioned above.

WACHOVIA BANK, NATIONAL ASSOCIATION


By:
     --------------------------------
Name:
Title:


                                       V-2




                                   SCHEDULE A

        (IN THE CASE OF A MASTER SERVICER CERTIFICATION TO THE DEPOSITOR)

Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Scott Lechner
Telecopier No.: (646) 758-4203

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2008-C1
facsimile number: (646) 758-5376

with a copy to:

Lehman Brothers Inc.
399 Park Avenue
8th Floor, New York
New York 10022
Attention: David Nass

Facsimile #: (212) 526-8679

with a copy to:

CWCapital Asset Management LLC
701 Thirteenth Street, NW, Suite 1000
Washington, D.C. 20005
Attention:  LB-UBS Commercial Mortgage Trust 2008-C1


                                       V-3




                                   SCHEDULE A
(IN THE CASE OF A MASTER SERVICER CERTIFICATION TO THE UBS MORTGAGE LOAN SELLER)

UBS Real Estate Securities Inc.
1285 Avenue of the Americas
New York, New York 10019
Attention: Jeffrey Lavine

with a copy to Chad Eisenberger
1285 Avenue of the Americas
New York, New York 10019

with a copy to:

CWCapital Asset Management LLC
701 Thirteenth Street, NW, Suite 1000
Washington, D.C. 20005
Attention: LB-UBS Commercial Mortgage Trust 2008-C1


                                       V-4




                                   SCHEDULE B

                              LB-UBS SERIES 2008-C1



                                                          OPINION                                       GUARANTOR
   ID LOAN                         FINAL       FINAL     LETTERS OF                                  OR INDEMNITOR
   NUMBER/      FINAL    FINAL ENGINEERING ENVIRONMENTAL COUNSEL TO   ESCROW     RESERVE  BORROWER     ORG. DOCS.
PROPERTY NAME APPRAISAL SURVEY    REPORT       REPORT     BORROWER  AGREEMENTS AGREEMENTS ORG. DOCS. IF ENTITY ONLY
------------- --------- ------ ----------- ------------- ---------- ---------- ---------- ---------- --------------





                                       V-5






                                                            GUARANTOR OR
                                                              INDEMNITOR
   INSURANCE       MAJOR                                       PROPERTY
CERTIFICATES OR   LEASES                                      OPERATING
   INSURANCE     (> 10% OF   FINAL    PROPERTY              STATEMENT AND     CASH
    REVIEW         ANNUAL   SEISMIC  MANAGEMENT               FINANCIAL    MANAGEMENT   LOCKBOX   ZONING LETTERS OR
    REPORTS       INCOME)    REPORT   AGREEMENT  RENT ROLL    STATEMENT     AGREEMENT  AGREEMENT    ZONING REPORTS
---------------  ---------  -------  ----------  ---------  -------------  ----------  ---------  -----------------





                                       V-6




                                    EXHIBIT W

                         TENANTS-IN-COMMON FEE SCHEDULE



                                                                                      ASSUMPTION/
                                                                                   APPLICATION FEES
MORTGAGE                                                                              PAYABLE TO
  LOAN                              CUT-OFF DATE         ASSUMPTION/                   SPECIAL               MORTGAGE
 NUMBER         PROPERTY NAME          BALANCE        APPLICATION FEES                 SERVICER            LOAN SELLER
--------  ------------------------  ------------  -------------------------  ----------------------------  -----------

   3        Regions Harbert Plaza    $91,000,000   0.5% assumption fee for   Special Servicer to receive       UBS
                                                  initial transfer and 1.0%  50% of assumption/transfer
                                                   assumption fee for each         fees collected
                                                     subsequent transfer

   9      Memphis Retail Portfolio   $25,600,000     1.00% assumption fee    Special Servicer to receive       LBHI
                                                                              50% of assumption/transfer
                                                                                    fees collected

   14        Park 100- Portfolio     $17,450,000     1.00% assumption fee    Special Servicer to receive       LBHI
                                                                              50% of assumption/transfer
                                                                                    fees collected

   15          Exchange South        $16,800,000     1.00% assumption fee    Special Servicer to receive       LBHI
                                                                              50% of assumption/transfer
                                                                                    fees collected

   48         Vernon Industrial      $ 3,000,000   Zero assumption fee for    Special Servicer to receive      LBHI
                                                  initial transfer and 1.0%  50% of any application fees;
                                                   assumption fee for each    Special Servicer to receive
                                                     subsequent transfer        50% of assumption fees
                                                                                       collected



                                       W-1




                                    EXHIBIT X

            FORM OF CHEVY CHASE FINANCIAL INFORMATION REQUEST LETTER

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                  201 South College Street, 9th Floor, NC 1075
                      Charlotte, North Carolina 28244-1075

[DATE]

The Chevy Chase Land Company of
Montgomery County, Maryland
2 Wisconsin Circle, Suite 540
Chevy Chase, Maryland 20815
Attention: Edward Hall Asher, President

     Re:  Mortgage loan (the "Loan"), in the original principal balance of
          $121,000,000, securing the property known as Chevy Chase Center,
          Chevy Chase, Maryland (the "Mortgaged Property")

Dear Mr. Asher:

          Reference is hereby made to that certain Indemnity Deed of Trust,
Assignment of Leases and Rent, Security Agreement and Fixture Filing Statement,
dated as of June 23, 2004 (the "IDOT"), by The Chevy Chase Land Company of
Montgomery County Maryland ("The Chevy Chase Land Company"), as grantor, to
Margaret A. Waters and Patricia I. Dubois, as trustees, for the benefit of
Teachers Insurance and Annuity Association of America, as co-lender, and Bank of
America, N.A., as co-lender and that certain IDOT Guaranty Agreement, dated as
of June 23, 2004 (the "IDOT Guaranty Agreement"), by The Chevy Chase Land
Company of Montgomery County, Maryland, in favor of Teachers Insurance and
Annuity Association of America and Bank of America, N.A..

          Pursuant to Section 10.1 of the IDOT and Section 18(c) of the IDOT
Guaranty Agreement, The Chevy Chase Land Company, as Grantor under the IDOT and
Guarantor under the IDOT Guaranty Agreement, is required to deliver or cause to
be delivered information regarding The Chevy Chase Land Company's business
operation and financial condition, as well as such financial statements and
other financial information and documentation on Chevy Chase Center, LLC (the
"Borrower"), at the request of the related lender under the Loan.

          We are acting as master servicer under the LB-UBS Commercial Mortgage
Trust 2008-C1 (the "Trust"), the holder of the Loan. As such, in order for the
Trust to comply with certain securities law reporting requirements, we hereby
request that you deliver to us (i) certified quarterly unaudited financial
statements and (ii) annual financial statements audited by a independent
certified public accountant, as applicable, each prepared in accordance with
GAAP and containing balance sheets, income statements, operating statements,
statements of cash flows and other related documentation as well as the selected
financial data meeting the requirements and covering the time


                                       X-1




periods specified under Item 1112 of Regulation AB and Item 301 of Regulation
S-K of the Securities Act of 1933, as amended, with respect to each of the
Mortgaged Property, the Borrower and The Chevy Chase Land Company, as such
information may be applicable, for the previous calendar [year][quarter]. The
foregoing financial information shall include, without limitation:

     o    Net operating income;

     o    Net sales or operating revenues;

     o    Income (loss) from continuing operations per common share;

     o    Total assets;

     o    Long-term obligations and redeemable preferred stock (including
          long-term debt, capital leases and redeemable preferred stock);

     o    Cash dividends per common share;

     o    Any other financial information with respect to The Chevy Chase Land
          Company, including but not limited to accounting changes, business
          combinations or dispositions of business operations that materially
          affect the comparability of the above information; and

     o    Any material uncertainties with respect to The Chevy Chase Land
          Company.

          All financial statements delivered in accordance with the above shall
be prepared in accordance with GAAP, and shall meet the requirements of
Regulation S-K and Regulation AB and other applicable legal requirements. All
financial statements delivered in accordance with the above (either audited or
unaudited) shall be certified by the chief financial officer or administrative
member of Borrower or the Chevy Chase Land Company, as applicable, which
certification shall state that such financial statements constitute a true and
correct statement of the reporting party's financial condition and meet the
requirements set forth in the first sentence of this paragraph.

          Please direct the above information to [__________________] at the
below contact information no later than [DATE]:

          Wachovia Bank, National Association
          201 South College Street, 9th Floor, NC 1075
          Charlotte, North Carolina 28244-1075
          Attention: LB-UBS Commercial Mortgage Trust 2008-C1
          Facsimile number: (704) 715-0036


                                       X-2




          Please contact [__________________] at [__________________] with any
questions.

          Thank you for your anticipated cooperation.

                                        Sincerely,

                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By:
                                             -----------------------------------
                                        Name:
                                        Title:


                                       X-3