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

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 2005-C5". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a multiple common law trust trusts be established pursuant to this Agreement and the laws of the State of New York and that such trust trusts be designated as "LB-UBS LB Commercial Mortgage Trust 20052007-C5C3", in the case of the Mortgage Trust individually or all the subject trusts collectively, as the context may require; "Class A-2FL Grantor Trust", in the case of Grantor Trust A-2FL; "Class A-4FL Grantor Trust", in the case of Grantor Trust A-4FL; "Class A-MFL Grantor Trust", in the case of Grantor Trust A-MFL; and "Class A-JFL Grantor Trust", in the case of Grantor Trust A-JFL. LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBSany UMLS/Depositor Mortgage Loan Purchase AgreementAgreement(s), (iii) the respective any Co-Lender Agreements; Agreement(s), and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with . The Trust Fund shall constitute the Depositor's assignment pursuant to Section 2.01(a) abovesole assets of the Trust. Except as expressly provided herein, the Depositor shallTrust may not issue or invest in additional securities, in the case of each Xxxxxx Trust Mortgage Loan, deliver borrow money or make loans to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense other Persons. The fiscal year end of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage LoansDecember 31. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052004-C5C8". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Lehman Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage UXX Xxxtgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants represents and warrants that it shall retain has retained or caused to be retained, with respect to each Xxxxxx Lehman Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Xxxxxxge Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) for purposes of promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject such Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" toand, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under of the Trustee referred to in clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original". Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Mxxxxxxe Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording record or filingfile, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraphabove, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording record or filing file any such document upon its receipt thereof. Each The Depositor shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the Lehman Trust Mortgage Loans (other than the Outside Serviced Trust Xxxxxage Loans), and the Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the UBS Trust Mortgage Loans. The Depositor hereby covenants as to each Lehman Trust Mortgage Loan (other than the Outside Serviced Trust Xxxxxxge Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable Recording/Filing Agent to forward to the Trustee each related assignment of Mortgage and Mortgage, each related assignment of Assignment of Leases and, solely with respect to nursing facilities and hospitality properties, each related assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public recording or filing office, as the case may be; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is submitted for recording recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent or to the applicable Recording/Filing Agent, following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing 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. 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Lehman Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case thx xxxx of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Mxxxxxxe Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Mxxxxxxe Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer [(or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer)], within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its [(or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) )] receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, Account the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(bSection 2.01 (b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and the laws of the State of New York and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052006-C5C1". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. 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, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the an Outside Serviced Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (Aappropriate--(A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, : (i) to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller; and (ii) to the Trustee for deposit in the Interest Reserve Account, the Supplemental Interest Reserve Amount relating to each Interest Reserve Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all funds, documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 2005-C5C3". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans)Loan, and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iviv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xivxiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 2005-C5C1". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans)Loan, and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Recording Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing 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, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiviv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, Mortgage and assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate applicable public office for real property records or UCC Financing Statements, as appropriaterecording office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded originaloriginal shall be forwarded to the Trustee. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to above in the prior two paragraphs this paragraph that is submitted for recording 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 assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first prior two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first prior two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded recorded. In addition to the foregoing, the Trustee shall retain an Independent Person (such Person, the "Filing Agent"), at the expense of Allied Capital Corporation, pursuant to a letter agreement dated February 10, 2005 (the "Filing Letter Agreement") between Allied Capital Corporation, the Depositor, the UBS Mortgage Loan Seller and the Trustee, and the Trustee shall, with respect to each Trust Mortgage Loan, through the Filing Agent: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary filing information is available to such Filing Agent) file in the appropriate public office for UCC Financing Statements, each related assignment of UCC Financing Statement prepared by or filedon behalf of the Depositor (with respect to each Xxxxxx Trust Mortgage Loan) or by or on behalf of the UBS Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan), in favor of, and delivered pursuant to clause (xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of UCC Financing Statement to be delivered to the Trustee following its return by the applicable public filing office, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as appropriateapplicable, 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 Trust Mortgage Loan by the Master Servicer). Each assignment of UCC Financing Statement referred to in the prior sentence that is filed by or on behalf of the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing. The Depositor (with respect to the Xxxxxx Trust Mortgage Loans) hereby agrees, and the UBS Mortgage Loan Seller (with respect to the UBS Trust Mortgage Loans) has agreed pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, to reasonably cooperate with the Trustee (and the Filing Agent) with respect to the filing of the assignments of UCC Financing Statements as described in this paragraph and to forward to the Trustee filing confirmation, if any, received by such party in connection with assignments of UCC Financing Statements filed in accordance with this paragraph. Notwithstanding the foregoing, to the extent the Trustee provides Allied Capital Corporation, pursuant to the Filing Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in the preceding paragraph and (ii) required to be paid by Allied Capital Corporation pursuant to the Filing Letter Agreement, and such expenses are not paid by Allied Capital Corporation in advance of such filings, the Trustee, at the expense of the Depositor (with respect to each Xxxxxx Trust Mortgage Loan) and the UBS Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan), shall only be required to cause the Filing Agent to file the assignments of UCC Financing Statements with respect to Trust Mortgage Loans secured by hotel or hospitality properties. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, as well as the Controlling Class Representative and the Special Servicer, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of date occurring 18 months following the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, (i) to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller, and (ii) to the Trustee for deposit in the Interest Reserve Account, the Interest Reserve Deposits with respect to the Interest Reserve Mortgage Loans being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and the laws of the State of New York and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052006-C5C7". 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 Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the KeyBank /Depositor Mortgage Loan Purchase Agreement, (iv) the respective Co-Lender Agreements; and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. 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, shall (in the case of each Xxxxxx Trust Mortgage Loan, ) deliver to and deposit with, and the UBS Mortgage Loan Seller has (agreed, pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, Agreement (in the case of each UBS Trust Mortgage Loan), and the KeyBank Mortgage Loan Seller has agreed, pursuant to the KeyBank/Depositor Mortgage Loan Purchase Agreement (in the case of each KeyBank Trust Mortgage Loan), to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor Depositor, the UBS Mortgage Loan Seller or the UBS KeyBank Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and the laws of the State of New York and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052006-C5C3". 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 Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. 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, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). In addition, the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of the 000 Xxxxxxx Xxxxxx Note A Trust Mortgage Loan, to deliver to and deposit with the Master Servicer, within 30 days of the Closing Date, a copy of the mortgage file that was delivered to the related Outside Trustee under the related Non-Trust Mortgage Loan Securitization Agreement. None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the an Outside Serviced Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Recording Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing 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, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, Mortgage and assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer)records; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, Mortgage or assignments of Assignment of Leases or assignments of UCC Financing Statements referred to above in the prior this paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to above in the prior two paragraphs this paragraph that is submitted for recording 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 assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) prior paragraph with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) prior paragraph with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs paragraph of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs paragraph of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded recorded. (i) file in the appropriate public office for UCC Financing Statements, each related assignment of UCC Financing Statement prepared by or filedon behalf of the Depositor (with respect to each Xxxxxx Trust Mortgage Loan) and by or on behalf of the UBS Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan), in favor of, and delivered pursuant to clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee and (ii) cause the applicable Filing Agent to deliver to the Trustee each related assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public filing office. Each assignment of UCC Financing Statement referred to in the prior sentence that is filed by or on behalf of the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing. The Depositor hereby agrees, and the UBS Mortgage Loan Seller has agreed pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, to reasonably cooperate with the Trustee (and the Filing Agent) with respect to the filing of the assignments of UCC Financing Statements as appropriatedescribed in this paragraph and to forward to the Trustee filing confirmation, if any, received by such party in connection with assignments of UCC Financing Statements filed in accordance with this paragraph. With respect to any of the assignments referred to above in this Section 2.01(c) that have been received by the Trustee, 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan), the Trustee shall forward to the Master Servicer a copy of any of such assignments. Notwithstanding the foregoing, to the extent the Trustee provides Redwood Trust, Inc., pursuant to the Redwood Trust, Inc. Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in the second preceding paragraph and (ii) required to be paid by Redwood Trust, Inc. pursuant to the Redwood Trust, Inc. Letter Agreement, and such expenses are not paid by Redwood Trust, Inc. in advance of such filings, the Trustee, at the expense of the Depositor (with respect to each Xxxxxx Trust Mortgage Loan, other than each Outside Serviced Trust Mortgage Loan) and the UBS Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan, other than each Outside Serviced Trust Mortgage Loan), shall only be required to cause the filing agent to file the assignments of UCC Financing Statements with respect to Trust Mortgage Loans secured by hotel or hospitality properties. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging acknowledging: (i) its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; , provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate); and (ii) in the event the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) has, in its sole discretion, elected to deliver a checklist of the Mortgage Loan Origination Documents with respect to any Serviced Trust Mortgage Loan (as set forth in Section 2.03(a)), its (or the appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such mortgage loan checklist, provided that, if the Depositor or the UBS Mortgage Loan Seller, as applicable, delivers a mortgage loan checklist, as referred to in this clause (ii), on or prior to the 90th day following the Closing Date, then the Master Servicer may instead deliver the Master Servicer Certification within the later of (x) 90 days of the Closing Date and (y) five (5) Business Days of its receipt of such mortgage loan checklist. Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all funds, documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that that: (i) a common law trust be established pursuant to this Agreement and that the laws of the State of New York; and (ii) such trust be designated as "LB-UBS Commercial Mortgage Trust 2005-C5200_-C_". LaSalle _______________ is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. 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, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). In -130- addition, the Depositor shall, in the case of each Outside Serviced Trust Mortgage Loan, deliver to and deposit with the Trustee or a Custodian appointed thereby, within 45 days of the Closing Date, a copy of the documents referred to in clauses (a)(ii) through (a)(viii) of the definition of "Mortgage File." After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Recording Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing 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, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, Mortgage and assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriaterecords, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, Mortgage and/or assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052003-C5C8". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Sangertown Square Co-Lender Agreements; and Servicing Agreement, (iv) the XX Xxxx Co-Lender Agreement, and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each the Sangertown Square Trust Mortgage Loan that is part of a Loan Combinationand the XX Xxxx Trust Mortgage Loans, is subject to the provisions of the related Sangertown Square Co-Lender and Servicing Agreement and the XX Xxxx Co-Lender Agreement, respectively. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the The Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan "Note B Lender" under the Sangertown Square Co-Lender and Servicing Agreement and the related Mortgage obligations of the "Note under, and agrees to be bound by, A Lenders" under the related XX Xxxx Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx UBS Trust Mortgage Loan, deliver to and deposit with, and direct the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreedto deliver to and deposit with the Trustee or a Custodian appointed thereby, and shall, in the case of each UBS Xxxxxx Trust Mortgage Loan, to itself deliver to and deposit withwith the Trustee or a Custodian appointed thereby, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each the related Mortgage File to be delivered by the Trustee toNote, upon request, the Master Servicer (Mortgage(s) and at the expense of the Trustee reserve and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to cash management agreements for such Trust Mortgage Loan to be delivered (except in the case of an Outside Serviced the Sangertown Square Trust 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 a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants represents and warrants that it shall retain has retained or caused to be retained, with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Sangertown Square Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) for purposes of promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject such Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under of the Trustee referred to in clause (a)(xiva)(viii) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original". Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the Sangertown Square Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording record or filingfile, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraphabove, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording record or filing file any such document upon its receipt thereof. Each The Depositor shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the Xxxxxx Trust Mortgage Loans (other than the Sangertown Square Trust Mortgage Loan), and the Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the UBS Trust Mortgage Loans. The Depositor hereby covenants as to each Xxxxxx Trust Mortgage Loan (other than the Sangertown Square Trust Mortgage Loan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable Recording/Filing Agent to forward to the Trustee each related assignment of Mortgage and Mortgage, assignment of Assignment of Leases and each assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public recording or filing office, as the case may be; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is submitted for recording recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent or to the applicable Recording/Filing Agent, following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing 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. 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the Sangertown Square Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced UBS Trust Mortgage Loan), deliver to and deposit with, and direct the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement)) to deliver to and deposit with the Master Servicer, and shall, in the case of each UBS Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the Sangertown Square Trust Mortgage Loan), to itself deliver to and deposit with, the Master Servicer (or, at the direction of with the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of on or before the Closing Date, such other relevant documents and records that: (A) relate to the administration or servicing of such Trust Mortgage Loan, (B) are reasonably necessary for the ongoing administration and/or servicing of such Trust Mortgage Loan Origination Documents by the Master Servicer in connection with its duties under this Agreement, and (C) are in the possession or under the control of the UBS Mortgage Loan Seller or the Depositor, as applicable, 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 Trust Mortgage Loan and (ii) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondencecommunications, credit underwriting or due diligence analyses or informationanalyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents such documents, records and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced XX Xxxx Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced XX Xxxx Non-Trust Mortgage Loan Noteholder). (e) In connection with . With regard to the obligations of Sangertown Square Trust Mortgage Loan, the Depositor shall deliver or cause the delivery to the Master Servicer under Sections 3.01(e) of a copy of the executed Series 2000-C3 Pooling and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured Servicing Agreement and Sangertown Square Co-Lender and Servicing Agreement following receipt thereof by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of creditDepositor. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052004-C5C4". LaSalle Xxxxx Fargo is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, to (x) upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request, and (y) with respect to the Garden State Plaza Loan Group, the Garden State Plaza Non-Trust Noteholders, at the expense of the initial Garden State Plaza Noteholders; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), on or before the Closing Date, all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). -100- After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants represents and warrants that it shall retain has retained or caused to be retained, with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced 000 Xxxxx Xxxxxx Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) for purposes of promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject such Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" toand, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under of the Trustee referred to in clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original". Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the 000 Xxxxx Xxxxxx Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording record or filingfile, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraphabove, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording record or filing file any such document upon its receipt thereof. Each The Depositor shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the Xxxxxx Trust Mortgage Loans (other than the 000 Xxxxx Xxxxxx Trust Mortgage Loan), and the Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the UBS Trust Mortgage Loans. The Depositor hereby covenants as to each Xxxxxx Trust Mortgage Loan (other than the 000 Xxxxx Xxxxxx Trust Mortgage Loan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable Recording/Filing Agent to forward to the Trustee each related assignment of Mortgage and Mortgage, each related assignment of Assignment of Leases and, solely with respect to nursing facilities and hospitality properties, each related assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public recording or filing office, as the case may be; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is submitted for recording recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent or to the applicable Recording/Filing Agent, following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing 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. 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the 000 Xxxxx Xxxxxx Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the 000 Xxxxx Xxxxxx Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable appropriate Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondencecommunications, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related LBHI/Depositor Mortgage Loan Purchase Agreement and the UBS/Depositor Mortgage Loan Purchase Agreement, each the Xxxxxx Mortgage Loan Seller and the UBS Mortgage Loan Seller, respectively, will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, Account the Initial Deposit Deposits relating to each Initial Deposit the Xxxxxx Trust Mortgage LoanLoans and the UBS Trust Mortgage Loans, if any, being sold by such Mortgage Loan Sellerrespectively. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e3.01(h) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052004-C5C6". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants represents and warrants that it shall retain has retained or caused to be retained, with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Two Penn Plaza Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) for purposes of promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject such Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" toand, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under of the Trustee referred to in clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original". Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the Two Penn Plaza Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording record or filingfile, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraphabove, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording record or filing file any such document upon its receipt thereof. Each The Depositor shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the Xxxxxx Trust Mortgage Loans (other than the Two Penn Plaza Trust Mortgage Loan), and the Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the UBS Trust Mortgage Loans. The Depositor hereby covenants as to each Xxxxxx Trust Mortgage Loan (other than the Two Penn Plaza Trust Mortgage Loan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable Recording/Filing Agent to forward to the Trustee each related assignment of Mortgage and Mortgage, each related assignment of Assignment of Leases and, solely with respect to nursing facilities and hospitality properties, each related assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public recording or filing office, as the case may be; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is submitted for recording recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent or to the applicable Recording/Filing Agent, following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing 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. 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the Two Penn Plaza Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the Two Penn Plaza Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable appropriate Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondencecommunications, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and the laws of the State of New York and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052006-C5C7". 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 Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the KeyBank /Depositor Mortgage Loan Purchase Agreement, (iv) the respective Co-Lender Agreements; and (ivv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. 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, shall (in the case of each Xxxxxx Lehman Trust Mortgage Loan, ) deliver to and deposit with, and the UBS Mortgage UBX Xxxxgage Loan Seller has (agreed, pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, Agreement (in the case of each UBS Trust Mortgage Loan), and the KeyBank Mortgage Loan Seller has agreed, pursuant to the KeyBank/Depositor Mortgage Loan Purchase Agreement (in the case of each KeyBank Trust Mortgage Loan), to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor Depositor, the UBS Mortgage Loan Seller or the UBS KeyBank Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced Trust Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to in the prior two paragraphs that is submitted for recording shall reflect that it should be returned by the public recording office to the Trustee or its agent following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052004-C5C2". LaSalle Xxxxx Fargo is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for such Trust Mortgage Loan, with copies of each the related Mortgage File Note, Mortgage(s) and reserve and cash management agreements for such Trust Mortgage Loan to be delivered by (except in the Trustee to, upon request, case of the GIC Office Trust Mortgage Loan) to the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such requestSpecial Servicer; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to on or before the appropriate Sub-Servicer)Closing Date, all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants represents and warrants that it shall retain has retained or caused to be retained, with respect to each Xxxxxx Trust Mortgage Loan (other than the Outside Serviced GIC Office Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), an Independent Person (each such Person, a "Recording/Filing Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) for purposes of promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject such Recording/Filing Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely with respect to nursing facilities and hospitality properties (as identified on Schedule VI hereto), each related assignment of UCC Financing Statement in favor of, delivered under of the Trustee referred to in clause (a)(xiva)(viii) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing Statements, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain a certified copy of the recorded original". Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the GIC Office Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording record or filingfile, as applicable, any of the assignments of Mortgage, assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior paragraphabove, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording record or filing file any such document upon its receipt thereof. Each The Depositor shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the Xxxxxx Trust Mortgage Loans (other than the GIC Office Trust Mortgage Loan), and the Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the costs of the recording and filing referred to in the prior two paragraphs with respect to the UBS Trust Mortgage Loans. The Depositor hereby covenants as to each Xxxxxx Trust Mortgage Loan (other than the GIC Office Trust Mortgage Loan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable Recording/Filing Agent to forward to the Trustee each related assignment of Mortgage and Mortgage, assignment of Assignment of Leases and each assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public recording or filing office, as the case may be; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. Each assignment referred to in the prior two paragraphs that is submitted for recording recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent or to the applicable Recording/Filing Agent, following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing 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. 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the GIC Office Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded or filed, as appropriate. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the GIC Office Trust Mortgage Loan), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement)) agreed, in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (orServicer, at the direction upon written request of the Master Servicer, such other relevant documents and records (other than any document in that constitutes part of the Mortgage File for such Trust Mortgage Loan, which shall be delivered pursuant to or as contemplated by Section 2.01(b) above) that: (A) relate to the administration or servicing of such Trust Mortgage Loan, (B) are reasonably necessary for the ongoing administration and/or servicing of such Trust Mortgage Loan by the Master Servicer in connection with its duties under this Agreement, and with (C) are in the applicable Sub-Servicer)possession or under the control of the UBS Mortgage Loan Seller or the Depositor, within 45 days as applicable; provided that, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not received a written request for any such document or record (other than any document in that constitutes part of the Mortgage File for such Trust Mortgage Loan) prior to the first anniversary of the Closing Date, the Depositor or the UBS Mortgage Loan Origination Documents that relate Seller, as the case may be, shall have no obligation to provide such Serviced Trust Mortgage Loandocument; provided and provided, further, that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondencecommunications, credit underwriting or due diligence analyses or informationanalyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents shall, with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to reasonable specificity, on or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, soon as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to deliver, on reasonably practicable following the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, the Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by request all such Mortgage Loan Sellerdocuments and records. The Master Servicer shall hold all such documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). Notwithstanding the foregoing, in connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than the GIC Office Trust Mortgage Loan), use reasonable efforts deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to use reasonable efforts to deliver to and deposit with, the Master Servicer, in each case as soon as reasonably practicable following the Closing Date (but in any event not later than 45 days following the Closing Date and without need of a written request within such initial 45-day period (except as provided in the following two provisos)), the Mortgage Loan Origination Documents that relate to such Trust Mortgage Loan; provided that, the Master Servicer shall, promptly following delivery by the Depositor or the UBS Mortgage Loan Seller, as applicable, of the Mortgage Loan Origination Documents that relate to each Trust Mortgage Loan, confirm the delivery and completeness thereof and submit a written request for any such document or record that constitutes a Mortgage Loan Origination Document and has not been delivered as provided above in this paragraph; provided, further, that to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not received a written request for any such document or record that constitutes a Mortgage Loan Origination Document (other than any document in that constitutes part of the Mortgage File for such Trust Mortgage Loan) prior to the first anniversary of the Closing Date, the Depositor or the UBS Mortgage Loan Seller, as the case may be, shall have no obligation to provide such document. (e) In connection with the obligations of the Master Servicer under Sections 3.01(e3.01(i) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.

Creation of Trust; Conveyance of Trust Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established pursuant to this Agreement and that such trust be designated as "LB-UBS Commercial Mortgage Trust 20052004-C5C7". LaSalle is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee in trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii) the respective Co-Lender Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part of a Loan Combination, is subject to the provisions of the related Co-Lender Agreement. With respect to each Trust Mortgage Loan that is part of a Loan Combination, the Trustee, on behalf of the Trust, assumes the obligations of the holder of such Trust Mortgage Loan and the related Mortgage Note under, and agrees to be bound by, the related Co-Lender Agreement. The parties hereto acknowledge and agree that, notwithstanding Section 11.07, the transfer of the Trust Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by them to constitute a sale. (b) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (and at the expense of the Trustee and not at the expense of the Trust Fund), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Depositor or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust Mortgage Loan (except in the case of unless it is an Outside Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by a Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). After the Depositor's transfer of the Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the Depositor shall not take any action inconsistent with the Trust's ownership of the Trust Mortgage Loans. (c) The Depositor hereby covenants that it shall retain represents and warrants, with respect to each Xxxxxx Trust Mortgage Loan (other than the each Outside Serviced Trust Mortgage LoansLoan), and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain Agreement, with respect to each UBS Trust Mortgage Loan Loan, that, in each such case (other than an Outside Serviced Trust Mortgage Loan), i) it has retained or caused to be retained an Independent Person (each such Person, a "Recording/Filing Recording Agent") through which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i) for purposes of promptly (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing (as applicable) information is available to the subject Recording/Filing such Recording Agent) submit for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statementsrecords, as appropriate, (A) each related assignment of Mortgage and assignment of Assignment of Leases in favor of, and delivered under clause (a)(iv) of the definition of "Mortgage File" to, the Trustee, Trustee and (Bii) solely with respect it will cause the applicable Recording Agent to nursing facilities and hospitality properties (as identified on Schedule VI hereto), forward to the Trustee each related assignment of UCC Financing Statement in favor of, delivered under clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause each such assignment of Mortgage, related assignment of Assignment of Leases and assignment of UCC Financing Statement to be delivered to the Trustee following its return by the appropriate public office for real property records or UCC Financing StatementsLeases, as appropriate, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Depositor (in the case of Xxxxxx Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days after the Closing Date (or at such additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Serviced Trust Mortgage Loan by the Master Servicer)may be; 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 originaloriginal shall be forwarded to the Trustee. Notwithstanding the foregoing, the Depositor may, in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced the One Lincoln Street Trust Mortgage Loan and the World Apparel Center Trust Mortgage Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), request the Trustee to submit for recording or filing, as applicable, record any of the assignments of Mortgage, Mortgage and assignments of Assignment of Leases or assignments of UCC Financing Statements referred to in the prior this paragraph, and in such event, the requesting party shall cause any such unrecorded or unfiled document to be delivered to the Trustee. The Trustee shall promptly undertake to submit for recording or filing record any such document upon its receipt thereof. Each assignment of Mortgage and assignment of Assignment of Leases referred to above in the prior two paragraphs this paragraph that is submitted for recording recorded by the Trustee shall reflect that it should be returned by the public recording office to the Trustee or its agent or to the applicable Recording/Filing Agent, following recording, and each assignment of UCC Financing Statement referred to in the prior two paragraphs that is submitted for filing shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing; provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original. At least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward to the Master Servicer a copy of any of the aforementioned assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements that have been received by the Trustee. The Depositor shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) prior paragraph with respect to the Xxxxxx Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs and expenses of the recording referred to in the first two paragraphs of this Section 2.01(c) prior paragraph with respect to the UBS Trust Mortgage Loans (other than the Outside Serviced Trust Mortgage Loans). If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs paragraph of this Section 2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and to deliver to the Trustee the substitute or corrected document. If any of the assignments of Mortgage, assignments of Assignment of Leases and/or assignments of UCC Financing Statements referred to in the first two paragraphs paragraph of this Section 2.01(c) relating to a Xxxxxx Trust Mortgage Loan (other than an any Outside Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Depositor shall promptly prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and shall deliver to the Trustee the substitute or corrected document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be duly recorded recorded. In addition to the foregoing, the Trustee, through a third party (each such Person, a "Filing Agent") retained by it, and at the expense of Cadim TACH Inc. (pursuant to a letter agreement dated November 3, 2004 (the "Cadim TACH Inc. Letter Agreement") between Cadim TACH Inc., the -109- (i) file in the appropriate public office for UCC Financing Statements, each related assignment of UCC Financing Statement prepared by or filedon behalf of the Depositor (with respect to each Xxxxxx Trust Mortgage Loan) and by or on behalf of the UBS Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan), in favor of, and delivered pursuant to clause (a)(xiv) of the definition of "Mortgage File" to, the Trustee and (ii) cause the applicable Filing Agent to deliver to the Trustee each related assignment of UCC Financing Statement in favor of the Trustee following its return by the applicable public filing office. Each assignment of UCC Financing Statement referred to in the prior sentence that is filed by or on behalf of the Trustee shall reflect that the file copy thereof should be returned to the Trustee or its agent following filing. The Depositor hereby agrees, and the UBS Mortgage Loan Seller has agreed pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, to reasonably cooperate with the Trustee (and the Filing Agent) with respect to the filing of the assignments of UCC Financing Statements as appropriatedescribed in this paragraph and to forward to the Trustee filing confirmation, if any, received by such party in connection with assignments of UCC Financing Statements filed in accordance with this paragraph. With respect to any of the assignments referred to above in this Section 2.01(e) that have been received by the Trustee, 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 Serviced Trust Mortgage Loan by the Master Servicer) and at the expense of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan), the Trustee shall forward to the Master Servicer a copy of any of such assignments. Notwithstanding the foregoing, to the extent the Trustee provides Cadim TACH Inc., pursuant to the Cadim TACH Inc. Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred in connection with the filings referred to in the second preceding paragraph and (ii) required to be paid by Cadim TACH Inc. pursuant to the Cadim TACH Inc. Letter Agreement, and such expenses are not paid by Cadim TACH Inc. in advance of such filings, the Trustee, at the expense of the Depositor (with respect to each Xxxxxx Trust Mortgage Loan (other than each Outside Serviced Trust Mortgage Loan)) and the UBS Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan), shall only be required to cause the filing agent to file the assignments of UCC Financing Statements with respect to Trust Mortgage Loans secured by hotel or hospitality properties. (d) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall, in the case of each Xxxxxx Trust Mortgage Loan (other than an the Outside Serviced Trust Mortgage LoanLoans), deliver to and deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver to and deposit with, the Master Servicer (or, at the direction of the Master Servicer, to and with the applicable appropriate Sub-Servicer), within 45 days of the Closing Date, the Mortgage Loan Origination Documents that relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications or correspondencecommunications, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall review the documents with respect to each Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated by the immediately preceding paragraph and provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging (i) its (or, if or the Master Servicer has directed that such documents be delivered only to the applicable Sub-Servicer, the applicable appropriate Sub-Servicer's) receipt as of the date of the Master Servicer Certification of such documents actually received; received (provided that such review shall be limited to identifying the document received, the Serviced Trust Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate)) and (ii) in the event the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) has, in its sole discretion, elected to deliver a checklist of the Mortgage Loan Origination Documents with respect to any Serviced Trust Mortgage Loan (as set forth in Section 2.03(a)), its (or the appropriate Sub-Servicer's)as of the date of the Master Servicer Certification of such mortgage loan checklist, provided, that in the event the Depositor or the UBS Mortgage Loan Seller, as applicable, delivers a mortgage loan checklist, as referred to in the foregoing clause (ii), on or prior to the 90th day following the Closing Date, then the Master Servicer may instead deliver the Master Servicer Certification within the later of (x) 90 days of the Closing Date and (y) five (5) Business Days of its receipt of such mortgage loan checklist. Notwithstanding anything to the contrary set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified in writing of its failure to deliver any document with respect to a Serviced Trust Mortgage Loan required to be delivered pursuant to or as contemplated by the immediately preceding paragraph prior to the first anniversary of the date of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide such document. In addition, pursuant to the related Mortgage Loan Purchase Agreement, each the LBHI Mortgage Loan Seller and the UBS Mortgage Loan Seller, respectively, will be required to deliver, on the Closing Date, to the Master Servicer for deposit in the Pool Custodial Account, Account the Initial Deposit Deposits relating to each Initial Deposit the LBHI Trust Mortgage LoanLoans and the UBS Trust Mortgage Loans, if any, being sold by such Mortgage Loan Sellerrespectively. The Master Servicer shall hold all documents and records received by it in accordance with this Section 2.01(d) (as well as any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit of the related Serviced Non-Trust Mortgage Loan Noteholder). (e) In connection with the obligations of the Master Servicer under Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan that is secured by the interests of the related Mortgagor in a hospitality property and each Serviced Trust Mortgage Loan that has a related letter of credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan that is a Xxxxxx Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller (with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement and franchise comfort letter and the original of such letter of credit. (f) It is not intended that this Agreement create a partnership or a joint-stock association.