Common use of Creation of Trust; Conveyance of Mortgage Loans Clause in Contracts

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." LaSalle Bank National Association 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and the laws of the State of New York and that such trust be designated as "Greenwich Capital Commercial Funding Corp., TIAA Seasoned Commercial Mortgage Trust 20032007-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." LaSalle Bank National Association C4". Wells Fargo is hereby appointed, and does hereby agree, to act as Trustee Txxxxxe 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender AgreementDate. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. 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 shall direct the Mortgage Loan Seller (has agreed pursuant to the Mortgage Loan Purchase Agreement) , 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, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than with copies of each Mortgage File to be delivered by the Windsor Capital Portfolio Trust LoanTrustee to, upon request, the Mortgage File for such Mortgage Loan other than Master Servicer (and at the related Mortgage Note shall be held by expense of the 2003-C1 Trustee pursuant to and not at the 2003-C1 PSA on behalf expense of the Trust Fund and the CertificateholdersFund), with copies within 10 Business Days of the related Mortgage Note, Mortgage(ssuch request; and (ii) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the Special Servicerpossession or under the control of the Mortgage Loan Seller, that relate to any Mortgage Loan. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear retain with respect to each Mortgage Loan, an Independent Person (each such Person, a "Recording Agent") through which the costs related Mortgage Loan Seller 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 filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, Leases in favor of the Trustee referred to in and described under clause (a)(iviv) of the definition of "Mortgage File" "; 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, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Mortgage Loan Seller, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related UCC-2 and UCC-3 Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Mortgage Loan Seller may request the Trustee to submit for recording any of the assignments of Mortgage and/or assignments of Assignment of Leases referred to in clause (a)(viii) of the definition of "prior paragraph, and in such event, the Mortgage File" and Loan Seller shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to record submit for recording or file filing any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is recorded by the Trustee submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Mortgage Loan by the Master Servicer) and at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each any of the aforementioned assignments following of Mortgage and/or assignments of Assignment of Leases that have been received by the Trustee's receipt thereof. The Mortgage Loan Purchase Agreement provides that the 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 all Mortgage Loans. If any of the aforementioned assignments is of Mortgage and/or assignments of Assignment of Leases referred to in the first two paragraphs of this Section 2.01(c) relating to any Mortgage Loan are lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filedrecorded. In addition to the foregoing, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (shall be required, at the expense of the Mortgage Loan Seller and pursuant to the Mortgage Loan Purchase Agreement, with respect to each Mortgage Loan secured by a hotel or hospitality property: (i) to deliver to promptly (and deposit (in any event within 45 days following the Closing Date) file or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds filed in the possession appropriate public office for UCC Financing Statements, each related assignment of UCC Financing Statement prepared by or on behalf of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf favor of the Trustee in trust for the benefit and described under clause (xiv) of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.definition of

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2C1, Commercial Mortgage Pass-Through Certificates, Series 2003-C2C1." LaSalle Bank National Association 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 Mortgage LoansLoans and the Oakmonte Junior Portion, (ii) the Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Oakmonte Junior Portion and due after the Cut-off Date and, in the case of each Trust Split Mortgage LoanLoan other than the Oakmonte Senior Portion, is subject to the related Loan Pair Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan311 South Wacker Dxxxx Xxxxx Xxxx, the xxx Mortgage File for such which Mortgage Loan other than the related Mortgage Note shall be held by the 20032002-C1 Trustee pursuant to the 20032002-C1 PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans and the Oakmonte Junior Portion to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage LoansLoans and the Oakmonte Junior Portion. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan311 South Wacker Dxxxx Xxxxx Xxxx), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after on or before the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Mortgage Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Mortgage Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificatescredit underwriting analyses) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans Mortgage Loan and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced LoansMortgage Loan, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, communications or due diligence analyses or data, data or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account or the Loan Pair Custodial Account, as applicable. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series 2003-C2200[_]-[___]." LaSalle Bank National Association [___________________] 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Loan Group Trust Mortgage Loan, is subject to the related Co-Lender AgreementAgreement and/or the related Lead PSA. The parties hereto acknowledge and agree that, notwithstanding Section 11.0712.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed therebythereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than in connection with the Windsor Capital Portfolio Non-Serviced Trust LoanLoans, the original Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 applicable Lead Trustee pursuant to the 2003-C1 applicable Lead PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan, because the documents referred to in this paragraph have been assigned to the applicable Lead Trustee. The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Serviced Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs second preceding paragraph that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs second preceding paragraph that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the applicable 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. The Trustee shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the applicable Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 20032005-C2GG3, Commercial Mortgage Pass-Through Certificates, Series 20032005-C2GG3." LaSalle Bank National Association 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Loan Group Trust Mortgage Loan, is subject to the related Co-Lender AgreementAgreement and/or the related Lead PSA. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed therebythereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than in connection with the Windsor Capital Portfolio Non-Serviced Trust LoanLoans, the original Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 applicable Lead Trustee pursuant to the 2003-C1 applicable Lead PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. With respect to the North Star Mall Mortgage Loan, the Mall St. Matthews Mortgage Loan and the Grand Canal Shoppes at the Venetian Txxxx Xxxn, the obligation of each of Commerzbank and GSMC to deliver a Mortgage Note to the Trustee or a Custodian appointed thereby shall be limited to delivering only the Mortgage Note held by such party to the Trustee or Custodian appointed thereby. With respect to any of the North Star Mall Mortgage Loan and the Mall St. Matthews Mortgage Loan, either Commerzbank or GSMC may deliver one Mxxxxxxx File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for both Commerzbank and GSMC. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan, because the documents referred to in this paragraph have been assigned to the applicable Lead Trustee. The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Serviced Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs second preceding paragraph that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs second preceding paragraph that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the applicable 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. The Trustee shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the applicable Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). With respect to the North Star Mall Mortgage Loan and the Mall St. Matthews Mortgage Loan, either Commerzbank or GSMC may make the delixxxxxx xequired by this paragraph to satisfy the delivery requirements of both Commerzbank and GSMC under this paragraph. (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., LB-___ Commercial Mortgage Trust 2003-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." LaSalle Bank National Association _________". _________ 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 Mortgage Loans, (ii) the ___/Depositor Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust the _______________ Mortgage Loan and the _______________ Mortgage Loan, is subject to the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall shall, in the case of each ___ Mortgage Loan, direct the ___ Mortgage Loan Seller (pursuant to the ___/Depositor Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby, and shall, in the case of each Xxxxxx Mortgage Loan, itself deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders)Loan, with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered (except in the case of the _______________ Mortgage Loan) to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreement Agreements and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that it has retained or caused to be retained, with respect to each Xxxxxx Mortgage Loan (other than the _______________ Mortgage Loan), and the ___ Mortgage Loan Seller has covenanted in the ___/Depositor Mortgage Loan Purchase Agreement that it shall bear retain with respect to each ___ Mortgage Loan, an Independent Person (each such Person, a "Recording/Filing Agent") for purposes of promptly (and in any event within 45 days following the costs related later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to such Recording/Filing Agent) recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" ". Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Mortgage Loan (other than the _______________ Mortgage Loan), and the ___ Mortgage Loan Seller may, in the case of a ___ Mortgage Loan, request the Trustee to record or file, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or UCC Financing Statements referred to above, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the Xxxxxx Mortgage Loans (other than the _______________ Mortgage Loan), and the Depositor represents and warrants that the ___/Depositor Mortgage Loan Purchase Agreement provides that the ___ Mortgage Loan Seller shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the ___ Mortgage Loans. The Depositor hereby covenants as to each Xxxxxx Mortgage Loan (other than the _______________ Mortgage Loan), and the ___ Mortgage Loan Seller has covenanted in the ___/Depositor Mortgage Loan Purchase Agreement as to each ___ Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver will cause the applicable Recording/Filing Agent to forward to the Trustee each related assignment of Mortgage, assignment of Assignment of Leases and each UCC-2 and UCC-3 assignment following its return by the applicable public recording or cause filing office, as the case may be, and shall forward copies of such instruments to be delivered the documents and/or instruments referred to Master Servicer on a monthly basis; provided that, in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by those instances where the public recording office where such document retains the original assignment of Mortgage or instrument has been delivered for recordationassignment of Assignment of Leases, a certified copy of the recorded original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Depositor (in the case of a Xxxxxx Mortgage Loan) or the ___ Mortgage Loan SellerSeller (in the case of a ___ Mortgage Loan), the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments relating to a ___ Mortgage Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the ___ Mortgage Loan Seller (pursuant to the ___/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. The Trustee shall upon receipt from If any of the aforementioned assignments relating to a Xxxxxx Mortgage Loan Seller cause (other than the same to be duly recorded _______________ Mortgage Loan) is lost or filedreturned unrecorded or unfiled, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) abovecase may be, because of a defect therein, then the Depositor shall direct promptly prepare or cause the Mortgage Loan Seller (pursuant preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Mortgage Loan Purchase Agreement) to deliver to and deposit (Trustee the substitute or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.corrected

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., LB-UBS Commercial Mortgage Trust 20032000-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." C3". LaSalle Bank National Association 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, Certificateholders all the right, title and interest of the Depositor Depositor, in, to and under (i) the Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust the Cherry Creek Mall Mortgage Loan, the Annapolis Mall Mortgage Loan, the Westfield Portfolio Mortgage Loan and the Sangertown Square Mortgage Loan, is subject to the provisions of the related Co-Lender and Servicing Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and and, notwithstanding SECTION 11.07, is intended by them the parties to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section SECTION 2.01(a) above, the Depositor shall shall, in the case of each UBS Mortgage Loan, direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby, and shall, in the case of each LBHI Mortgage Loan, itself deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders)Loan, with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreement Agreements and this Section SECTION 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents Trustee shall, as to each Mortgage Loan, promptly (and warrants that in any event within 45 days following the later of the Closing Date and the date on which the complete Mortgage File for such Mortgage Loan Seller (including all necessary recording and filing information) has covenanted in been delivered to the Mortgage Loan Purchase Agreement that it shall bear the costs related to Trustee or its agent), submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause CLAUSE (a)(iviv) of the definition of "Mortgage File" ", and each related UCC-2 and UCC-3 assignment in favor of the Trustee referred to in clause CLAUSE (a)(viiiviii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof". The UBS/Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than provides that the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the UBS Mortgage Loan Seller to be a true shall bear the cost of such recording and complete copy of the original thereof submitted for recording, shall be forwarded filing with respect to the TrusteeUBS Mortgage Loans, and the Depositor shall bear the cost of such recording and filing with respect to the LBHI Mortgage Loans. Each such assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each such UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided PROVIDED that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments such document or instrument relating to a UBS Mortgage Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any such document or instrument relating to an LBHI Mortgage Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section SECTION 2.01(a) above, the Depositor shall shall, in the case of each UBS Mortgage Loan, direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after Servicer, and shall, in the case of each LBHI Mortgage Loan, itself deliver to and deposit with the Master Servicer, on or before the Closing Date, all documents and records in the possession of the UBS Mortgage Loan Seller or the Depositor, as the case may be, that (A) relate to the servicing Mortgage Loan and administration that are not required to be a part of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies File in connection accordance with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Sellerdefinition thereof, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the UBS Mortgage Loan Seller or the Depositor, as the case may be, that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial AccountLoan. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the any Companion LoansLoan, on behalf of and for the benefit of the applicable related Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., LB-UBS Commercial Mortgage Trust 20032000-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." C4". LaSalle Bank National Association 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 Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender AgreementDate. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall shall, in the case of each UBS Mortgage Loan, direct the Mortgage Loan Seller UBSPF (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby, and shall, in the case of each LBHI Mortgage Loan, itself deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders)Loan, with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreement Agreements and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., LB-UBS Commercial Mortgage Trust 20032001-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." C7". LaSalle Bank National Association 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 Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust the UBS Warburg Building Mortgage Loan, is subject to the related provisions of the UBS Warburg Building Co-Lender and Servicing Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall shall, in the case of each UBS Mortgage Loan, direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed thereby, and shall, in the case of each Xxxxxx Mortgage Loan, itself deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders)Loan, with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreement Agreements and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust 20032007-C2C3, Commercial Mortgage Pass-Through Certificates, Series 20032007-C2C3." LaSalle Bank National Association Wells Fargo Bank, N.A. is hereby appointedapxxxxxed, 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, Agreements and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender AgreementDate. The parties hereto acknowledge and agree that, notwithstanding Section 11.0712.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed therebythereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee (or the Custodian on its behalf) shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Serviced Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs second preceding paragraph that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs second preceding paragraph that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the applicable 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. The Trustee shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 ten (10) Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Serviced Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the applicable Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 20032006-C2GG7, Commercial Mortgage Pass-Through Certificates, Series 20032006-C2GG7." LaSalle Bank National Association 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Loan Group Trust Mortgage Loan, is subject to the related Co-Lender AgreementAgreement and/or the related Lead PSA. The parties hereto acknowledge and agree that, notwithstanding Section 11.0712.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed therebythereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than in connection with the Windsor Capital Portfolio Non-Serviced Trust LoanLoans, the original Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 applicable Lead Trustee pursuant to the 2003-C1 applicable Lead PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit, the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trust (in care of the Master Servicer) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Trustee together with an officer's certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an officer's certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b); the original or a copy shall be delivered to the Trustee on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust. After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan, because the documents referred to in this paragraph have been assigned to the applicable Lead Trustee. The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Serviced Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs second preceding paragraph that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs second preceding paragraph that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the applicable 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. The Trustee shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing part of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) Servicing File and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the applicable Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust 20032007-C2, Commercial Mortgage Pass-Through Certificates, Series 20032007-C2." LaSalle Bank National Association Wells Fargo Bank, N.A. is hereby appointedapxxxxxed, 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 CertificateholdersCertificateholders and the Swap Counterparty, all the right, title and interest of the Depositor in, to and under (i) the Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, Agreements and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender AgreementDate. The parties hereto acknowledge and agree that, notwithstanding Section 11.0712.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed therebythereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than in connection with the Windsor Capital Portfolio Non-Serviced Trust LoanLoans, the original Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 applicable Lead Trustee pursuant to the 2003-C1 applicable Lead PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the each Mortgage Loan Seller (other than Artesia) has covenanted in the applicable Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee (or the Custodian on its behalf) shall promptly undertake to record or file any such document upon its receipt thereof. With respect to Artesia, the Trustee shall, for a fee paid to the Trustee by Artesia on the Closing Date as to the Artesia Mortgage Loans, be responsible for recording or filing, as the case may be, in the appropriate public office for real property records or Uniform Commercial Code financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File." This paragraph shall not apply to any Non-Serviced Trust Loan, because the documents referred to in this paragraph have been assigned to the applicable Lead Trustee. The Depositor hereby represents and warrants that the each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Serviced Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs second preceding paragraph that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs second preceding paragraph that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the applicable 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. The Trustee shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 ten (10) Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Serviced Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the applicable Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., CDC Commercial Mortgage Trust 20032002-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2." FX1". LaSalle Bank National Association 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender AgreementDate. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (and pursuant to the Mortgage Loan Purchase Agreement) to , the Mortgage Loan Seller shall deliver to and deposit with the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders)Loan, with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Depositor, the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2200_-___, Commercial Mortgage Pass-Through Certificates, Series 2003-C2200_-___." LaSalle Bank National Association [______] 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 Mortgage Loans, (ii) the Mortgage Loan Purchase Agreement, Agreement and (iii) the Co-Lender Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan, is subject to the related Co-Lender AgreementDate. The parties hereto acknowledge and agree that, notwithstanding Section 11.0712.07, the transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the each Mortgage Loan Seller (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian appointed therebythereby (with a copy to the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan, the Mortgage File for such Mortgage Loan other than the related Mortgage Note shall be held by the 2003-C1 Trustee pursuant to the 2003-C1 PSA on behalf of the Trust Fund and the Certificateholders), with copies of the related Mortgage Note, Mortgage(s) and reserve and cash management agreements for such Mortgage Loan to be delivered to the Master Servicer and the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b). After the Depositor's transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust's ownership of the Mortgage Loans. (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that it shall bear the costs related to recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File" and the Trustee shall promptly undertake to record or file any such document upon its receipt thereof. The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage Loan (other than the Windsor Capital Portfolio Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, a copy of the original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment referred to in the prior two paragraphs that is filed by the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Trustee's receipt thereof. If any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the Mortgage Loan Seller (pursuant to the 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. The Trustee shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within 10 Business Days after the Closing Date, documents and records that (A) relate to the servicing and administration of the Serviced Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans under this Agreement (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and (C) are in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and Reserve Funds in the possession of the Mortgage Loan Seller that relate to such Serviced Loans and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans, provided that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. In addition, on the Closing Date, the Depositor shall deliver the Initial Deposit to the Master Servicer for deposit in the Pool Custodial Account. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Companion Loans, on behalf of and for the benefit of the applicable Companion Loan Noteholder). (e) It is not intended that this Agreement create a partnership or a joint-stock association.