PNC MORTGAGE ACCEPTANCE CORP.,
                                    DEPOSITOR


                          MIDLAND LOAN SERVICES, INC.,
                                 MASTER SERVICER


                          -------------------------,
                                SPECIAL SERVICER
                                       AND


                          -------------------------,
                                     TRUSTEE




                         POOLING AND SERVICING AGREEMENT

                         Dated as of _____________,____




                Commercial Mortgage Pass-Through Certificates

                                Series _________



<PAGE>


                                TABLE OF CONTENTS

                                                                          PAGE

                                    ARTICLE I

                                   DEFINITIONS


  SECTION 1.1. Defined Terms................................................4

  SECTION 1.2. Certain Calculations........................................52

  SECTION 1.3. Certain Constructions.......................................52

                                   ARTICLE II


       CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


  SECTION 2.1. Conveyance and Assignment of Mortgage Loans.................53

  SECTION 2.2. Acceptance by the Custodian and the Trustee.................58

  SECTION 2.3. Seller's Repurchase of Mortgage Loans for Document
               Defaults and Breaches of Representations and Warranties.....59

  SECTION 2.4. Representations and Warranties of the Depositor.............62

  SECTION 2.5. Representations, Warranties and Covenants of the Master
               Servicer and the Special Servicer...........................65

  SECTION 2.6. Execution and Delivery of Certificates; Issuance of
               REMIC I Regular Interests and REMIC II Regular Interests....68

  SECTION 2.7. Documents Not Delivered to Custodian........................68

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING


  SECTION 3.1. Master Servicer to Act as Master Servicer; Special
               Servicer to Act as Special Servicer; Administration of
               the Mortgage Loans..........................................69

  SECTION 3.2. Sub-Servicing...............................................71

  SECTION 3.3. Collection of Certain Mortgage Loan Payments................72

  SECTION 3.4. Collection of Taxes, Assessments and Similar Items..........73

  SECTION 3.5. Collection Account; Distribution Account; Grantor Trust
               Collection
               Account; Grantor Trust Distribution Account and Excess
               Liquidation Proceeds Account................................74

  SECTION 3.6. Permitted Withdrawals from the Collection Account and
               Grantor Trust Collection Account............................76

  SECTION 3.7. Investment of Funds in Accounts.............................79

                                       i
<PAGE>


  SECTION 3.8. Maintenance of Insurance Policies and Errors and
               Omissions and Fidelity Coverage.............................81

  SECTION 3.9. Enforcement of Due-On-Sale Clauses; Assumption Agreements...84

  SECTION 3.10.Realization Upon Mortgage Loans.............................86

  SECTION 3.11.Trustee to Cooperate; Release of Mortgage Files.............89

  SECTION 3.12.Servicing Compensation......................................90

  SECTION 3.13.Reports to the Trustee; Collection Account Statements.......92

  SECTION 3.14.Annual Statement as to Compliance...........................93

  SECTION 3.15.Annual Independent Public Accountants' Servicing Report.....93

  SECTION 3.16.Access to Certain Documentation.............................94

  SECTION 3.17.Title and Management of REO Properties......................94

  SECTION 3.18.Sale of Specially Serviced Mortgage Loans and REO
               Properties..................................................98

  SECTION 3.19.Inspections................................................101

  SECTION 3.20.Available Information and Notices..........................102

  SECTION 3.21.Reserve Accounts; Letters of Credit........................103

  SECTION 3.22.Servicing Advances.........................................104

  SECTION 3.23.Appraisal Reductions.......................................104

  SECTION 3.24.Transfer of Servicing Between Master Servicer and
               Special Servicer; Record Keeping...........................105

  SECTION 3.25.Adjustment of Servicing Compensation in Respect of
               Prepayment Interest Shortfalls.............................107

  SECTION 3.26.Controlling Class Representative; Elections................108

  SECTION 3.27.Appointment of Special Servicer; Duties of Controlling
               Class Representative.......................................109

  SECTION 3.28.Modifications, Waivers, Amendments, Extensions and
               Consents, Defeasance.......................................111

  SECTION 3.29.Interest Reserve Account...................................115

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

  SECTION 4.1. Distributions of REMIC I...................................115

  SECTION 4.2. Distributions of REMIC II..................................116

  SECTION 4.3. Distributions of REMIC III.................................123

  SECTION 4.4. Statements to Rating Agencies and Certificateholders;
               Available Information......................................129

                                       ii
<PAGE>


  SECTION 4.5. Remittances; P&I Advances..................................133

  SECTION 4.6. Allocation of Realized Losses and Expense Losses...........134

  SECTION 4.7. Distributions on the Grantor Trust.........................135

  SECTION 4.7. Distributions in General...................................135

  SECTION 4.8. Compliance with Withholding Requirements...................136

                                    ARTICLE V

                                THE CERTIFICATES

  SECTION 5.1. The Certificates...........................................137

  SECTION 5.2. Registration, Transfer and Exchange of Certificates........138

  SECTION 5.3. Book-Entry Certificates....................................142

  SECTION 5.4. Mutilated, Destroyed, Lost or Stolen Certificates..........144

  SECTION 5.5. Appointment of Paying Agent................................145

  SECTION 5.6. Access to Certificateholders' Names and Addresses..........145

  SECTION 5.7. Actions of Certificateholders..............................146

                                   ARTICLE VI

         THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

  SECTION 6.1. Liability of the Depositor, the Master Servicer and the
               Special Servicer...........................................146

  SECTION 6.2. Merger or Consolidation of the Master Servicer and
               Special Servicer...........................................146

  SECTION 6.3. Limitation on Liability of the Depositor, the Master
               Servicer and Others........................................147

  SECTION 6.4. Limitation on Resignation of the Master Servicer and of
               the Special Servicer.......................................148

  SECTION 6.5. Rights of the Depositor and the Trustee in Respect of
               the Master Servicer and the Special Servicer...............149

                                   ARTICLE VII

                                     DEFAULT

  SECTION 7.1. Events of Default..........................................150

  SECTION 7.2. Trustee to Act; Appointment of Successor...................152

  SECTION 7.3. Notification to Certificateholders.........................154

  SECTION 7.4. Other Remedies of Trustee..................................154

  SECTION 7.5. Waiver of Past Events of Default; Termination..............154


                                      iii
<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

  SECTION 8.1. Duties of Trustee..........................................155

  SECTION 8.2. Certain Matters Affecting the Trustee......................156

  SECTION 8.3. Trustee Not Liable for Certificates or Mortgage Loans......158

  SECTION 8.4. Trustee May Own Certificates...............................160

  SECTION 8.5. Payment of Trustee Fees and Expenses; Indemnification......160

  SECTION 8.6. Eligibility Requirements for Trustee.......................161

  SECTION 8.7. Resignation and Removal of the Trustee.....................162

  SECTION 8.8. Successor Trustee..........................................163

  SECTION 8.9. Merger or Consolidation of Trustee.........................163

  SECTION 8.10.Appointment of Co-Trustee or Separate Trustee..............164

  SECTION 8.11.Authenticating Agent.......................................165

  SECTION 8.12.Appointment of Custodians..................................166

  SECTION 8.13.Representations and Warranties of the Trustee..............166

                                   ARTICLE IX

                                   TERMINATION

  SECTION 9.1. Termination of Trust.......................................168

  SECTION 9.2. Procedure Upon Termination of Trust........................170

  SECTION 9.3. Additional Trust Termination Requirements..................170

                                    ARTICLE X

                       REMIC ADMINISTRATION; GRANTOR TRUST

  SECTION 10.1.REMIC Election.............................................171

  SECTION 10.2.REMIC Compliance...........................................172

  SECTION 10.3.Imposition of Tax on the Trust Fund........................174

  SECTION 10.4.Prohibited Transactions and Activities.....................175

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

  SECTION 11.1.Counterparts...............................................176

  SECTION 11.2.Limitation on Rights of Certificateholders.................176


                                       iv
<PAGE>



  SECTION 11.3.Governing Law..............................................177

  SECTION 11.4.Notices....................................................177

  SECTION 11.5.Severability of Provisions.................................179

  SECTION 11.6.Notice to the Depositor, the Controlling Class
               Representative and Each Rating Agency......................179

  SECTION 11.7.Amendment..................................................181

  SECTION 11.8.Confirmation of Intent.....................................183

  SECTION 11.9.Successors and Assigns; Beneficiaries......................184




                                       v
<PAGE>



EXHIBITS

Exhibit A-1    Form of Class [[A-1A]] Certificate
Exhibit A-2    Form of Class [A-1B] Certificate
Exhibit A-3    Form of Class [S] Certificate
Exhibit A-4    Form of Class [A-2] Certificate
Exhibit A-5    Form of Class [A-3] Certificate
Exhibit A-6    Form of Class [A-4] Certificate
Exhibit A-7    Form of Class [B-1] Certificate
Exhibit A-8    Form of Class [B-2] Certificate
Exhibit A-9    Form of Class [B-3] Certificate
Exhibit A-10   Form of Class [B-4] Certificate
Exhibit A-11   Form of Class [B-5] Certificate
Exhibit A-12   Form of Class [B-6] Certificate
Exhibit A-13   Form of Class [B-7] Certificate
Exhibit A-14   Form of Class [B-8] Certificate
Exhibit A-15   Form of Class [C] Certificate
Exhibit A-16   Form of Class [D] Certificate
Exhibit A-17   Form of Class [E] Certificate
Exhibit A-18   Form of Class [R-I] Certificate
Exhibit A-19   Form of Class [R-II] Certificate
Exhibit A-20   Form of Class [R-III] Certificate
Exhibit B-1    Mortgage Loan  Schedule
Exhibit B-2    Form of Initial Custodian Certification
Exhibit B-3    Form of Final Custodian Certification
Exhibit C-1    Form of Transferee Affidavit
Exhibit C-2    Form of Transferor Letter
Exhibit D-1    Form of Investment Representation Letter
Exhibit D-2    Form of ERISA Representation Letter
Exhibit E      Form of Request for Release
Exhibit F      Form of Custodial Agreement
Exhibit G      Privately Placed Securities Legend
Exhibit H      Form of Monthly Distribution Statement
Exhibit I-1    Form of Information Request/Investor Certification for Website
               Access from Certificate Owner
Exhibit I-2    Form of Information Request/Investor Certification for Website
               Access from Prospective Investor



                                       vi
<PAGE>


            Pooling and Servicing Agreement,  dated as of __________,____  among
PNC Mortgage  Acceptance  Corp., as Depositor,  Midland Loan Services,  Inc., as
Master    Servicer,    ____________________,    as   Special    Servicer,    and
____________________, as Trustee.

                             PRELIMINARY STATEMENT:

            Terms used but not defined in this Preliminary  Statement shall have
the meanings specified in Article I.

            The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple  classes which in the  aggregate  will evidence the entire
beneficial  ownership  interest in the Trust Fund  consisting  primarily  of the
Mortgage  Loans. On the Closing Date, the Depositor will acquire (i) the REMIC I
Regular  Interests and the Class [R-I]  Certificates  as  consideration  for its
transfer  to the  Trust  Fund  of the  Mortgage  Loans  and the  other  property
constituting  the Trust Fund  (excluding  Deferred  Interest,  the Grantor Trust
Collection Account and the Grantor Trust Distribution  Account) described in the
definition  of "REMIC  I";  (ii) the REMIC II  Regular  Interests  and the Class
[R-II]  Certificates  as  consideration  for its transfer of the REMIC I Regular
Interests to the Trust Fund;  (iii) the REMIC III  Certificates as consideration
for its transfer of the REMIC II Regular  Interests to the Trust Fund;  and (iv)
the Class [E]  Certificates  as  consideration  for its transfer of the Deferred
Interest to the Trust Fund. The Depositor has duly  authorized the execution and
delivery of this  Agreement to provide for the foregoing and the issuance of (a)
the REMIC I Regular Interests and the Class [R-I]  Certificates  representing in
the  aggregate  the  entire  beneficial  ownership  of REMIC I, (b) the REMIC II
Regular  Interests  and  the  Class  [R-II]  Certificates  representing  in  the
aggregate  the  entire  beneficial  ownership  of REMIC II and (c) the REMIC III
Certificates  representing in the aggregate the entire  beneficial  ownership of
REMIC III,  and (ii) the  creation of the Grantor  Trust and the issuance of the
Class [E] Certificates.

                                     REMIC I

            As provided herein,  the Trustee will make the election described in
Section 10.1 hereof for the segregated pool of assets consisting of the Mortgage
Loans and certain related assets (excluding the Deferred  Interest,  the Grantor
Trust  Collection  Account and the  Grantor  Trust  Distribution  Account) to be
treated for federal  income tax  purposes as a real estate  mortgage  investment
conduit (a "REMIC" and, such particular  segregated pool of assets,  "REMIC I").
The REMIC I Regular  Interests will be designated as the "regular  interests" in
REMIC I and the Class [R-I] Certificates will be designated as the sole class of
"residual interests" in REMIC I.

            A separate  uncertificated  REMIC I Regular  Interest will be issued
with respect to each Mortgage Loan. Each REMIC I Regular Interest will represent
the right to receive  principal  corresponding  to the initial Stated  Principal
Balance of a related  Mortgage  Loan and interest  thereon at a remittance  rate
calculated as described  herein in the definition of "REMIC I Remittance  Rate".
For purposes of Treasury  Regulation  Section  1.860G-1(a)(4)(iii),  the "latest
possible  maturity  date" for each REMIC I Regular  Interest  shall be the Rated
Final  Distribution  Date. The Class [R-I]  Certificates  will have no principal
balances and no remittance rate, but

                                       1
<PAGE>


will be  entitled  to  receive  on each  Distribution  Date any  portion  of the
Available Funds for such Distribution  Date not otherwise deemed  distributed on
the REMIC I Regular Interests.

                                    REMIC II

            As provided herein,  the Trustee will make the election described in
Section 10.1 hereof for the segregated pool of assets  consisting of the REMIC I
Regular  Interests  to be treated for federal  income tax purposes as a separate
REMIC  (such  particular  pool of  assets,  "REMIC  II").  The REMIC II  Regular
Interests will be designated as representing the "regular interests" in REMIC II
and the Class [R-II]  Certificates  will be designated as representing  the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions.

            _______  separate   uncertificated   classes  of  REMIC  II  Regular
Interests will be issued and are designated as the "regular  interests" in REMIC
II. The  following  table  irrevocably  sets forth the  designation  and initial
Uncertificated Principal Balance for each REMIC II Regular Interest.

                           REMIC II Regular Interests

            --------------------------------------------------------
                                          Initial Uncertificated
                    Designation              Principal Balance
            --------------------------------------------------------
            Class [[A-1A]]-II Interest         $__________
            --------------------------------------------------------
             Class [A-1B]-II Interest          $__________
            --------------------------------------------------------
              Class [A-2]-II Interest          $__________
            --------------------------------------------------------
              Class [A-3]-II Interest          $__________
            --------------------------------------------------------
              Class [A-4]-II Interest          $__________
            --------------------------------------------------------
              Class [B-1]-II Interest          $__________
            --------------------------------------------------------
              Class [B-2]-II Interest          $__________
            --------------------------------------------------------
              Class [B-3]-II Interest          $__________
            --------------------------------------------------------
              Class [B-4]-II Interest          $__________
            --------------------------------------------------------
              Class [B-5]-II Interest          $__________
            --------------------------------------------------------
              Class [B-6]-II Interest          $__________
            --------------------------------------------------------
              Class [B-7]-II Interest          $__________
            --------------------------------------------------------
              Class [B-8]-II Interest          $__________
            --------------------------------------------------------
               Class [C]-II Interest           $__________
            --------------------------------------------------------
               Class [D]-II Interest           $__________
            --------------------------------------------------------

            For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest  possible  maturity date" of each REMIC II Regular Interest shall be the
Rated Final  Distribution  Date. The Class [R-II] Certificate will be designated
as the sole class of residual  interests  in REMIC II and will have no scheduled
principal  balance and no pass-through  rate, but will be entitled to receive on
each Distribution Date any portion of the REMIC II Distribution  Amount for such
Distribution  Date not  otherwise  deemed  distributed  on the REMIC II  Regular
Interests.


                                       2
<PAGE>


                                    REMIC III

            As provided herein,  the Trustee will make the election described in
Section 10.1 for the segregated pool of assets hereof consisting of the REMIC II
Regular  Interests  to be treated for federal  income tax purposes as a separate
REMIC  (such  particular  pool of assets,  "REMIC  III").  The REMIC III Regular
Certificates will be designated as representing the "regular interests" in REMIC
III and the Class [R-III]  Certificates  will be designated as representing  the
sole  class of  "residual  interests"  in REMIC  III for  purposes  of the REMIC
Provisions.

            ________ separate Classes of REMIC III Regular  Certificates will be
issued. The following table irrevocably sets forth the designation,  the initial
pass-through  rate  (the   "Pass-Through   Rate"),  and  the  initial  aggregate
certificate  principal  balance or  notional  amount for each Class of REMIC III
Regular Certificates.

                         REMIC III Regular Certificates

                                                         Initial Aggregate
       Designation          Initial Pass-Through      Certificate Balance or
                                   Rate(1)                Notional Amount

       Class [A-1A]                 _____%                  $__________
       Class [A-1B]                 _____%                  $__________
       Class [A-2]                  _____%                  $__________
       Class [A-3]                  _____%                  $__________
       Class [A-4]                  _____%                  $__________
       Class [B-1]                  _____%                  $__________
       Class [B-2]                  _____%                  $__________
       Class [B-3]                  _____%                  $__________
       Class [B-4]                  _____%                  $__________
       Class [B-5]                  _____%                  $__________
       Class [B-6]                  _____%                  $__________
       Class [B-7]                  _____%                  $__________
       Class [B-8]                  _____%                  $__________
       Class [C]                    _____%                  $__________
       Class [D]                    _____%                  $__________
       Class [S]                    _____%                  $__________(2)

(1)  On  each  Distribution  Date  after  the  initial  Distribution  Date,  the
     Pass-Through Rate for each Class of REMIC III Regular  Certificates will be
     determined as described herein under the definition of "Pass-Through Rate."

(2)  Notional Amount.


                                       3
<PAGE>


            For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" of each Class of REMIC III Regular  Certificates
shall be the Rated Final Distribution Date. The Class [R-III]  Certificates will
have no principal  balances and no  pass-through  rate,  but will be entitled to
receive on each  Distribution  Date any portion of the Available Funds for REMIC
III for such Distribution Date not otherwise deemed distributed on the REMIC III
Regular Certificates.

            The Certificate Balance of any Class of Certificates  outstanding at
any time  represents  the maximum  amount which holders  thereof are entitled to
receive  as  distributions  allocable  to  principal  from the cash  flow on the
Mortgage Loans and the other assets in the Trust Fund.

            As of the Cut-off Date, the Mortgage Loans have an aggregate  Stated
Principal Balance equal to approximately $_____________.

                                  GRANTOR TRUST

            The parties  intend that the Deferred  Interest,  the Grantor  Trust
Collection Account and the Grantor Trust Distribution Account will be treated as
a  grantor  trust  under  Subpart E of Part 1 of  Subchapter  J of the Code (the
"Grantor  Trust"),  and that the  Class  [E]  Certificates  represent  undivided
beneficial interests in specified portions of the Deferred Interest, the Grantor
Trust Collection Account and the Grantor Trust Distribution  Account. The assets
of the Grantor Trust are excluded from the REMICs.

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

                                   ARTICLE I

                                   DEFINITIONS

     SECTION 1.1.      Defined Terms.

            Whenever used in this  Agreement,  the following  words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.

            "Accrued Certificate  Interest":  With respect to any Class of REMIC
III  Regular  Certificates  (other  than the  Class  [S]  Certificates)  for any
Distribution  Date, the amount of interest for the applicable  Interest  Accrual
Period accrued at the applicable  Pass-Through Rate on the aggregate Certificate
Balance  of such  Class  of  Certificates  as of the  close of  business  on the
preceding  Distribution Date (or, in the case of the first Distribution Date, as
of the Closing Date). Accrued Certificate Interest on the Class [S] Certificates
for each Distribution Date will equal the Class [S] Interest Amount. The Accrued
Certificate  Interest in respect of each Class of REMIC III Regular Certificates
for  each  Distribution  Date  shall  accrue  on the  basis  of a  360-day  year
consisting of twelve 30-day months.

                                       4
<PAGE>


            "Actual/360  Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month in a year assumed
to consist of 360 days.

            "Additional  Trust Fund Expense":  Any of the following  items:  (a)
Special Servicing Fees,  Disposition Fees and Workout Fees; (b) Advance Interest
Amounts not paid out of Default  Interest or late payment  charges as and to the
extent  provided  herein;  (c)  amounts  paid  by the  Trust  to  indemnify  the
Depositor, the Master Servicer, the Special Servicer or the Trustee or any other
Person pursuant to the terms of this Agreement; (d) to the extent not covered by
indemnification  by one of the parties hereto or paid by a source other than the
Trust Fund,  any federal,  state or local taxes imposed on the Trust Fund or any
of its assets or transactions;  (e) the cost of all Opinions of Counsel required
or permitted  hereunder to be obtained in  connection  with the servicing of the
Mortgage  Loans  and the  administration  of the  Trust  Fund and not  otherwise
required  hereunder to be paid by a source other than the Trust Fund or Advanced
as a Servicing Advance; and (f) to the extent not included in the calculation of
a Realized Loss and not covered by  indemnification by one of the parties hereto
or otherwise,  any other unanticipated cost, liability,  or expense of the Trust
which the Trust has not  recovered,  and in the judgment of the Master  Servicer
(or, in the case of a Specially  Serviced  Mortgage Loan, the Special  Servicer)
will not recover, from the related Borrower or Mortgaged Property or otherwise.

            "Adjusted  REMIC II  Remittance  Rate":  With  respect  to the Class
[A-1A]-II Interests, for any Distribution Date, ____% per annum; with respect to
each of the Class [B-1]-II Interests and the Class [B-2]-II  Interests,  for any
Distribution  Date,  a rate per annum equal to the related  REMIC II  Remittance
Rate for such Distribution Date; and, with respect to each of the other REMIC II
Regular  Interests,  for any  Distribution  Date,  a rate per annum equal to the
lesser of (i) the related REMIC II Remittance  Rate for such  Distribution  Date
and (ii) the related "Fixed Cap Rate" specified below:

            REMIC II Regular Interest   Fixed Cap Rate
            -------------------------   --------------
            Class [A-IB]-II Interests   ____% per annum
            Class [A-2]-II Interests    ____% per annum
            Class [A-3]-II Interests    ____% per annum
            Class [A-4]-II Interests    ____% per annum
            Class [B-3]-II Interests    ____% per annum
            Class [B-4]-II Interests    ____% per annum
            Class [B-5]-II Interests    ____% per annum
            Class [B-6]-II Interests    ____% per annum
            Class [B-7]-II Interests    ____% per annum
            Class [B-8]-II Interests    ____% per annum
            Class [C]-II Interests      ____% per annum
            Class [D]-II Interests      ____% per annum

            "Advance":  Any P&I Advance or Servicing Advance.

            "Advance  Interest  Amount":  The sum, for all Mortgage  Loans as to
which any Advance remains  unreimbursed,  of all interest at the related Advance
Rate on the amount of each and every P&I Advance and Servicing Advance for which
the Master Servicer or the Trustee, as

                                       5
<PAGE>


applicable, has not been paid or reimbursed for the number of days from the date
on which each such Advance was made or, if interest has been  previously paid on
such Advance, from the date on which interest was last paid, through the date of
payment or  reimbursement  of the  related  Advance  (which in no event shall be
later  than  the  Determination  Date  following  the date on  which  funds  are
available to reimburse such Advance with interest thereon at the Advance Rate).

            "Advance  Rate":  A per  annum  rate  equal  to the  Prime  Rate (as
published  in The Wall  Street  Journal,  or, if The Wall  Street  Journal is no
longer  published,  such other  publication  determined by the Trustee (with the
concurrence of the Master  Servicer) in its reasonable  discretion  from time to
time).

            "Adverse  Grantor  Trust  Event":  Either (i) any  impairment of the
status of the Grantor Trust as a grantor  trust or (ii) the  imposition of a tax
upon the Grantor Trust or any of its assets or transactions.

            "Adverse REMIC Event":  As defined in Section 10.2(d).

            "Affiliate":  With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the  purposes of this  definition,  "control"  when used with respect to any
specified  Person means the power to direct the  management and policies of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise,   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.  The Trustee may obtain
and rely on an  Officer's  Certificate  of the Master  Servicer  or the  Special
Servicer or a certificate from an officer of the Depositor to determine  whether
any Person is an Affiliate of such party.

            "Agreement":   This  Pooling  and  Servicing   Agreement  and  all
amendments hereof and supplements hereto.

            "Applicable Monthly Payment":  As defined in Section 4.5(a).

            "Applicant":  As defined in Section 5.6(a).

            "Appraisal Reduction Event": With respect to each Mortgage Loan, the
occurrence of the earliest of the following dates: (i) the third  anniversary of
the date on which an extension of the maturity  date of a Mortgage  Loan becomes
effective as a result of a  modification  of such  Mortgage  Loan by the Special
Servicer,  which extension does not change the amount of Monthly Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency occurs in respect of a
Mortgage  Loan,  (iii) 45 days after the date on which a reduction in the amount
of  Monthly  Payments  on a  Mortgage  Loan,  or a change in any other  material
economic  term  of  the  Mortgage  Loan,  becomes  effective  as a  result  of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver  has  been  appointed  or  after  the  commencement  of an  involuntary
bankruptcy proceeding, (v) immediately after a borrower declares bankruptcy, and
(vi) immediately after a Mortgage Loan becomes an REO Mortgage Loan. The Special
Servicer shall notify the Master Servicer and the Master Servicer

                                       6
<PAGE>


shall notify the Special Servicer, as applicable, promptly upon receiving notice
of the occurrence of any of the foregoing events.

            "Appraisal  Reduction":  For  any  Mortgage  Loan  as to  which  any
Appraisal  Reduction Event has occurred,  an amount equal to (a) the outstanding
Stated Principal Balance of such Mortgage Loan as of the last day of the related
Collection  Period less (b) the excess, if any, of (i) 90% of the sum of (x) the
appraised  or otherwise  estimated  value of the related  Mortgaged  Property or
Properties as  determined  in  accordance  with Section 3.23 (the costs of which
shall be paid by the Master Servicer as an Advance),  plus (y) the amount of all
reserves and escrows  (other than those for taxes and  insurance)  over (ii) the
sum of (A) to the extent not previously  advanced by the Master  Servicer or the
Trustee, all unpaid interest on the principal balance of such Mortgage Loan at a
per annum rate equal to the Mortgage  Rate,  (B) all  unreimbursed  Advances and
interest  thereon at the Advance Rate in respect of such Mortgage  Loan, and (C)
all  currently  due and unpaid real estate taxes and  assessments  and insurance
premiums and all other amounts, including, if applicable,  ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been  escrowed or the subject of an  Advance).  An Appraisal  Reduction  will be
eliminated  (i) upon payment in full or  liquidation  of any  Mortgage  Loan for
which an Appraisal  Reduction  has been  determined or (ii) if the Mortgage Loan
becomes a Corrected  Mortgage  Loan and the  Borrower  makes  three  consecutive
Monthly Payments thereafter.

            "Asset Status Report":  As defined in Section 3.24(e).

            "Assignment  of  Leases,  Rents and  Profits":  With  respect to any
Mortgaged  Property,  any  assignment  of leases,  rents and  profits or similar
agreement  executed  by the  Borrower,  assigning  to the  mortgagee  all of the
income,  rents and profits  derived from the  ownership,  operation,  leasing or
disposition  of all or a portion of such Mortgaged  Property,  in the form which
was duly  executed,  acknowledged  and  delivered by the  Borrower,  as amended,
modified,  renewed or  extended  through  the date  hereof and from time to time
hereafter.

            "Assignment  of  Mortgage":   An  assignment  of  mortgage   without
recourse, notice of transfer or equivalent instrument, in recordable form, which
is sufficient under the laws of the jurisdiction in which the related  Mortgaged
Property is located to reflect of record the sale of the related Mortgage, which
assignment,  notice of transfer or equivalent  instrument  may be in the form of
one  or  more  blanket  assignments  covering  Mortgages  encumbering  Mortgaged
Properties located in the same jurisdiction,  if permitted by law and acceptable
for recording;  provided,  however, that none of the Trustee, the Custodian, the
Special  Servicer or the Master  Servicer shall be responsible  for  determining
whether any assignment is legally sufficient or in recordable form.

            "Assumed Monthly Payment":  (a) With respect to any Balloon Mortgage
Loan (other than a Balloon  Mortgage  Loan that has become a REO Mortgage  Loan)
for its Maturity  Date  (provided  that such  Mortgage Loan has not been paid in
full,  and no other  Liquidation  Event has occurred in respect  thereof,  on or
before the end of the Collection  Period in which such Maturity Date occurs) and
for any  subsequent  Due Date  therefor as of which such  Mortgage  Loan remains
outstanding and part of the Trust Fund, if no Monthly Payment (other than the

                                       7
<PAGE>


related  delinquent  Balloon  Payment) is otherwise  due for such Due Date,  the
scheduled  monthly  payment of  principal  and/or  interest  deemed to be due in
respect  thereof for such Due Date equal to the Monthly  Payment (other than any
related  delinquent Balloon Payment) that would have been due in respect of such
Mortgage  Loan on such Due Date if it had been  required  to  continue to accrue
interest in accordance  with its terms,  and to pay principal in accordance with
the amortization  schedule (if any), in effect immediately prior to, and without
regard to the  occurrence of, its most recent  scheduled  Maturity Date; and (b)
with respect to any REO Mortgage Loan, for any Due Date therefor as of which the
related REO  Property  remains  part of the Trust Fund,  the  scheduled  monthly
payment of principal and/or interest deemed to be due in respect thereof on such
Due Date equal to the Monthly  Payment  (or,  in the case of a Balloon  Mortgage
Loan described in clause (a) of this  definition,  the Assumed Monthly  Payment)
that was due in respect of the subject Mortgage Loan for the last Due Date prior
to its becoming an REO Mortgage Loan.

            "Authenticating  Agent":  Any  authenticating  agent  appointed by
the Trustee pursuant to Section 8.11.

            "Available  Funds":  Subject to Section 9.2(b),  (x) With respect to
REMIC I and each Distribution Date, (a) all amounts on deposit in the Collection
Account as of the close of business on the related Determination Date, exclusive
of any portion thereof that represents one or more of the following:

            (i)   Monthly  Payments  collected,  but due on a Due Date occurring
in a Collection Period subsequent to the related Collection Period;

            (ii)  Prepayment Premiums;

            (iii)  amounts that are payable or reimbursable to any Person  other
than a Certificateholder  pursuant  to  clauses  (ii)  through  (x) of   Section
3.6(a) (including  amounts payable to the Master Servicer,  the Special Servicer
or the Trustee as compensation or in reimbursement  of outstanding  Advances and
amounts payable in respect of Additional Trust Fund Expenses);

            (iv)   Deferred Interest;

            (v)    Excess Liquidation Proceeds; and

            (vi)   amounts deposited in the Collection Account in error, plus

(b) to the extent not  already  included  in clause (a),  any P&I  Advances  and
Compensating Interest Payments made with respect to such Distribution Date; plus

(c) if the  Distribution  Date occurs  during  March of any year,  the  Interest
Reserve Amounts in the Interest Reserve Account; less


                                       8
<PAGE>


(d) if the  Distribution  Date occurs during  February of any year or January of
any non-leap year, the Interest  Reserve Amounts for the Interest  Reserve Loans
to be deposited in the Interest Reserve Account;

     (y) with respect to REMIC II and any Distribution  Date, all amounts deemed
distributed  on the REMIC I Regular  Interests  out of the  Available  Funds for
REMIC I for such Distribution Date; and

     (z) with respect to REMIC III and any Distribution Date, all amounts deemed
distributed  on the REMIC II Regular  Interests out of the  Available  Funds for
REMIC II for such Distribution Date.

            "Balloon Loan": A Mortgage Loan which provides for monthly  payments
of principal based on an  amortization  schedule longer than its remaining term,
thereby leaving  substantial  principal  amounts due and payable on its Maturity
Date.

            "Balloon Payment":  With respect to each Balloon Loan, the scheduled
payment of principal  and interest due on the Maturity Date of such Balloon Loan
which,  pursuant to the related Note, is equal to the entire remaining principal
balance of such Balloon Loan, plus accrued interest thereon.

            "Borrower":  With respect to each  Mortgage  Loan,  any obligor   on
any related Note.

            "Book-Entry  Certificate":  Any Certificate registered in the   name
of the Securities Depository or its nominee.

            "Business Day": Any day other than a Saturday,  a Sunday or a day on
which   banking   institutions   in  the  States  of  New  York,   ____________,
_____________,  Pennsylvania  or Missouri  are  authorized  or obligated by law,
executive order or governmental decree to be closed.

            "Cash  Deposit":  An amount equal to all cash  payments of principal
and interest  received by the applicable Seller in respect of the Mortgage Loans
two or more  Business  Days  prior to the  Closing  Date which are due after the
Cut-off Date,  which amount is to be deposited in the Collection  Account by the
Depositor pursuant to Section 2.1.

             "CEDEL":  Citibank,  N.A., as depositary  for CEDEL Bank, S.A.,  or
its successor in such capacity.

            "Certificate":  Any Class [[A-1A]],  Class [A-1B],  Class [S], Class
[A-2],  Class [A-3],  Class [A-4],  Class [B-1], Class [B-2], Class [B-3], Class
[B-4], Class [B-5], Class [B-6], Class [B-7], Class [B-8], Class [C], Class [D],
Class [E],  Class  [R-I],  Class  [R-II] or Class  [R-III]  Certificate  issued,
authenticated and delivered hereunder.


                                       9
<PAGE>


            "Certificate Balance":  With respect to: (i) all of the Certificates
of any  Class of REMIC  III  Regular  Certificates  (other  than the  Class  [S]
Certificates) (a) on or prior to the first Distribution Date, an amount equal to
the aggregate  initial  Certificate  Balance of such Class,  as specified in the
Preliminary  Statement hereto, and (b) as of any date of determination after the
first Distribution  Date, the Certificate  Balance of such Class of Certificates
on the Distribution Date immediately prior to such date of determination,  after
application of the  distributions  of principal made thereon,  and allocation of
the Realized Losses and Expense Losses made thereto,  on such prior Distribution
Date; and (ii) any particular REMIC III Regular  Certificate (other than a Class
[S]  Certificate),  (a) on or prior to the first  Distribution  Date,  an amount
equal  to the  initial  Certificate  Balance  reflected  on  the  face  of  such
Certificate,   and  (b)  as  of  any  date  of  determination  after  the  first
Distribution   Date,  the  Certificate   Balance  of  such  Certificate  on  the
Distribution  Date  immediately  prior  to  such  date of  determination,  after
application of the  distributions  of principal made thereon,  and allocation of
the Realized Losses and Expense Losses made thereto,  on such prior Distribution
Date. The Class [S] Certificates have no Certificate Balance.

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

            "Certificate Register" and "Certificate  Registrar":  The register
maintained and the registrar appointed pursuant to Section 5.2(a).

            "Certificate  Purchase Agreement":  means the Certificate Purchase
Agreement dated __________,____ between Depositor and ___________________,  as
the initial purchaser.

            "Certificateholder":  With respect to any Certificate, the Person in
whose name such Certificate is registered in the Certificate Register; provided,
however, that, except to the extent provided in the next proviso, solely for the
purpose of giving any consent or taking any action  pursuant to this  Agreement,
any Certificate  beneficially owned by the Depositor,  the Master Servicer,  the
Special Servicer,  the Trustee, a Manager of a Mortgaged Property, a Borrower or
any Person known to a Responsible Officer of the Certificate  Registrar to be an
Affiliate  of the  Depositor,  the Trustee,  the Master  Servicer or the Special
Servicer shall be deemed not to be outstanding and the Voting Rights to which it
is entitled shall not be taken into account in determining whether the requisite
percentage  of Voting  Rights  necessary  to effect any such consent or take any
such  action has been  obtained;  provided,  however,  that (i) for  purposes of
obtaining  any  consent,  approval,  direction  or waiver of  Certificateholders
pursuant to this Agreement,  any Certificates  beneficially  owned by the Master
Servicer or the Special  Servicer or an Affiliate  thereof shall be deemed to be
outstanding,  provided, that, such consent,  approval,  direction or waiver does
not relate to  compensation  of the Master  Servicer or the Special  Servicer or
benefit the Master Servicer or the Special Servicer (in its capacity as such) or
any Affiliate  thereof (other than solely in its capacity as  Certificateholder)
in any material  respect,  in which case such Certificate shall be deemed not to
be outstanding; (ii) for purposes of obtaining the consent of Certificateholders
to any action  proposed to be taken by the Special  Servicer  with  respect to a
Specially Serviced Mortgage Loan, any Certificates beneficially owned by the

                                       10
<PAGE>


Master Servicer, the Special Servicer or an Affiliate thereof shall be deemed to
be outstanding  notwithstanding  clause (i) above; and (iii) for any election of
the Controlling Class  Representative or the appointment or removal of a Special
Servicer pursuant to Section 3.27(e), any Certificates beneficially owned by the
Master Servicer, the Special Servicer or an Affiliate thereof shall be deemed to
be outstanding.  For purposes of obtaining the consent of  Certificateholders to
any action with respect to a particular  Mortgage  Loan  proposed to be taken by
the Master Servicer or Special Servicer, any Certificates  beneficially owned by
the Affiliates of the related  Borrower,  the related Manager,  or Affiliates of
the related Manager shall not be deemed to be outstanding.

      The Certificate  Registrar  shall be entitled to request and  conclusively
rely upon a certificate  of the  Depositor,  the Master  Servicer or the Special
Servicer in determining  whether a Certificate is registered in the name of such
Person  or is  beneficially  owned by such  Person.  All  references  herein  to
"Certificateholders" or "Holders" shall reflect the rights of Certificate Owners
only insofar as they may indirectly  exercise such rights through the Securities
Depository  and the  Securities  Depository  Participants  (except as  otherwise
specified  herein),  it being  herein  acknowledged  and agreed that the parties
hereto shall be required to recognize as a "Certificateholder"  or "Holder" only
the  Person  in  whose  name a  Certificate  is  registered  in the  Certificate
Register.

      Notwithstanding  the  foregoing,  solely  for  purposes  of  providing  or
distributing any reports,  statements or other information required or permitted
to be provided  to a  Certificateholder  hereunder,  a  Certificateholder  shall
include any Certificate  Owner, or any Person  identified by a Certificate Owner
as a  prospective  transferee  of  a  Certificate  beneficially  owned  by  such
Certificate  Owner but only if the Trustee or another  party  hereto  furnishing
such  report,  statement  or  information  has been  provided  with the name and
address  of the  Certificate  Owner of the  related  Certificate  or the  Person
identified  as  a  prospective   transferee   thereof  by  the  Depositor  or  a
Certificateholder.  For purposes of the  foregoing,  the  Depositor,  the Master
Servicer,  the Special  Servicer,  the  Trustee,  the Paying Agent or other such
Person  may  rely,  without  limitation,  on  a  participant  listing  from  the
Securities  Depository or statements  that on their face appear to be statements
from a participant in the Securities  Depository to such Person  indicating that
such Person beneficially owns Certificates.

            "Class": With respect to Certificates or REMIC II Regular Interests,
all of  the  Certificates  or  REMIC  II  Regular  Interests  bearing  the  same
alphabetical and numerical class designation.

            "Class [A-1A] Certificate": Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-1 hereto.

            "Class   [A-1A]   Pass-Through   Rate":    With    respect   to  any
Distribution Date, a per annum rate equal to ____%.


                                       11
<PAGE>


            "Class [A-1B] Certificate": Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-2 hereto.

            "Class [A-1B]  Pass-Through  Rate": With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [A-2] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-4 hereto.

            "Class [A-2]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [A-3] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-5 hereto.

            "Class [A-3]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [A-4] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-6 hereto.

            "Class [A-4]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-1] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-7 hereto.

            "Class [B-1]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-2] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-8 hereto.


                                       12
<PAGE>


            "Class [B-2]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-3] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-9 hereto.

            "Class [B-3]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-4] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-10 hereto.

            "Class [B-4]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-5] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-11 hereto.

            "Class [B-5]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-6] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-12 hereto.

            "Class [B-6]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [B-7] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-13 hereto.

            "Class [B-7]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].


                                       13
<PAGE>


            "Class [B-8] Certificate":  Any one of the Certificates executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-14 hereto.

            "Class [B-8]  Pass-Through  Rate":  With respect to any Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [C]  Certificate":  Any one of the Certificates  executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-15 hereto.

            "Class [C]  Pass-Through  Rate":  With  respect to any  Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [D]  Certificate":  Any one of the Certificates  executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-16 hereto.

            "Class [D]  Pass-Through  Rate":  With  respect to any  Distribution
Date, a per annum rate equal to [the Adjusted  REMIC II Remittance  Rate for the
related REMIC II Regular Interest].

            "Class [E] Certificates":  Any one of the Certificates  executed and
authenticated by the Trustee or Authenticating  Agent on behalf of the Depositor
in  substantially  the form set forth in Exhibit A-17 hereto and entitled to the
distributions   payable   thereto   pursuant  to  Section  4.7.  The  Class  [E]
Certificates have no Pass-Through Rate,  Certificate Balance or Notional Amount.
The Class [E]  Certificates  represent a  beneficial  ownership  interest in the
Grantor Trust Assets.

            "Class Interest  Shortfall":  With respect to any Class of REMIC III
Regular  Certificates and any Distribution Date (except the initial Distribution
Date,  with respect to which the Class  Interest  Shortfall  for each such Class
will equal zero),  the sum of (a) the excess,  if any, of (i) all  Distributable
Certificate   Interest  in  respect  of  such  Class  of  Certificates  for  the
immediately  preceding   Distribution  Date,  over  (ii)  all  distributions  of
Distributable   Certificate   Interest  made  with  respect  to  such  Class  of
Certificates on the immediately preceding  Distribution Date pursuant to Section
4.3 and (b), to the extent permitted by applicable law, interest for the related
Interest Accrual Period accrued at the applicable  Pass-Through Rate (or, in the
case of the Class [S] Certificates,  at the weighted average of the Pass-Through
Rates  for the  Principal  Balance  Certificates,  weighted  on the basis of the
respective aggregate  Certificate Balances of the Principal Balance Certificates
as of the close of business on the preceding  Distribution Date (or, in the case
of the first  Distribution  Date, as of the Closing  Date)) on the amount of any
such excess  described in the immediately  preceding clause (a). With respect to
any  Class of  Certificates,  the  interest  referred  to in  clause  (b) of the
preceding  sentence  shall accrue on the basis of a 360-day year  consisting  of
twelve 30 day months.

                                       14
<PAGE>



            "Class  Prepayment  Percentage":  With  respect  to  any  Prepayment
Premium paid with respect to any Mortgage Loan on any Distribution  Date and any
of the Class  [[A-1A]],  Class [A-1B],  Class [A-2],  Class [A-3],  Class [A-4],
Class [B-1] and Class [B-2]  Certificates,  the percentage  obtained by dividing
the portion,  if any, of the Principal  Distribution  Amount  distributed to the
Holders of the respective Class of Certificates on such Distribution Date by the
total  Principal  Distribution  Amount  distributed  to the  Holders of all such
Classes of Certificates on such Distribution Date.

            "Class   [R-I]   Certificate":    Any   Certificate   executed   and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-18 hereto.  The Class
[R-I] Certificates have no Pass-Through Rate or Certificate Balance.

            "Class   [R-II]   Certificate":   Any   Certificate   executed   and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-19 hereto.  The Class
[R-II] Certificates have no Pass-Through Rate or Certificate Balance.

            "Class   [R-III]   Certificate":   Any   Certificate   executed  and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-20 hereto.  The Class
[R-III] Certificates have no Pass-Through Rate or Certificate Balance.

            "Class [S]  Certificate":  Any one of the Certificates  executed and
authenticated  by the  Trustee  or the  Authenticating  Agent on  behalf  of the
Depositor in substantially the form set forth in Exhibit A-3 hereto.

            "Class [S] Interest  Amount":  With respect to any Distribution Date
and the related  Interest  Accrual Period,  interest equal to the product of (i)
one-twelfth of the Class [S] Pass-Through Rate for such  Distribution  Date, and
(ii) the Class [S] Notional Amount for such Distribution Date.

            "Class [S]  Pass-Through  Rate":  With  respect to any  Distribution
Date, the excess, if any, of (i) the weighted average of the respective REMIC II
Remittance  Rates for such  Distribution  Date in respect of all of the REMIC II
Regular  Interests,  over (ii) the weighted  average of the respective  Adjusted
REMIC II Remittance  Rates for such  Distribution  Date in respect of all of the
REMIC  II  Regular  Interests.  For  purposes  of the  foregoing,  the  relevant
weighting shall be based on the  Uncertificated  Principal Balance of each REMIC
II Regular Interest immediately prior to the subject Distribution Date.

            "Class [S]  Portion":  When used with respect to the  Uncertificated
Accrued   Interest  in  respect  of  any  REMIC  II  Regular  Interest  for  any
Distribution Date, the portion of such  Uncertificated  Accrued Interest that is
equal to the  product of (a) the entire  amount of such  Uncertificated  Accrued
Interest, multiplied by (b) a fraction (not less than zero or greater than one),
the numerator of which is the excess, if any, of the REMIC II Remittance Rate in

                                       15
<PAGE>


respect of such REMIC II Regular Interest for such  Distribution  Date, over the
Adjusted REMIC II Remittance  Rate in respect of such REMIC II Regular  Interest
for such  Distribution  Date,  and the  denominator  of  which  is the  REMIC II
Remittance  Rate  in  respect  of  such  REMIC  II  Regular  Interest  for  such
Distribution  Date;  provided  that if the  aggregate  Class [S]  Portion of the
Uncertificated Accrued Interest in respect of all the REMIC II Regular Interests
for any  Distribution  Date,  calculated  without regard to this proviso,  would
exceed an amount equal to the aggregate Accrued Certificate  Interest in respect
of the Class [S]  Certificates  for such  Distribution  Date, then the Class [S]
Portion  of the  Uncertificated  Accrued  Interest  in  respect of each REMIC II
Regular Interest for such  Distribution  Date shall be  proportionately  reduced
until the aggregate Class [S] Portion of the Uncertificated  Accrued Interest in
respect  of all the REMIC II Regular  Interests  for such  Distribution  Date is
equal to the aggregate Accrued Certificate  Interest in respect of the Class [S]
Certificates  for  such  Distribution  Date.  When  used  with  respect  to  the
Uncertificated  Distributable  Interest  in  respect  of any  REMIC  II  Regular
Interest  for  any  Distribution  Date,  the  portion  of  such   Uncertificated
Distributable  Interest  that is  equal  to (a) the  Class  [S]  Portion  of the
Uncertificated Accrued Interest in respect of such REMIC II Regular Interest for
such  Distribution  Date,  reduced (to not less than zero) by (b) the product of
(i) any portion of the Net  Aggregate  Prepayment  Interest  Shortfall  for such
Distribution  Date  that is  allocable  to such  REMIC II  Regular  Interest  in
accordance  with the  definition  of  "Uncertificated  Distributable  Interest",
multiplied by (ii) a fraction,  the numerator of which is equal to the Class [S]
Portion  of the  Uncertificated  Accrued  Interest  in  respect of such REMIC II
Regular  Interest for such  Distribution  Date, and the  denominator of which is
equal to the entire amount of the Uncertificated  Accrued Interest in respect of
such REMIC II Regular Interest for such Distribution  Date, and increased by (c)
the Class [S] Portion of any Uncertificated Distributable Interest in respect of
such REMIC II Regular Interest for the immediately  preceding  Distribution Date
that was not deemed paid on the immediately preceding Distribution Date pursuant
to Section 4.2, together with one month's interest (calculated on the basis of a
360-day  year  consisting  of twelve  30-day  months) on such  unpaid  Class [S]
Portion of such Uncertificated Distributable Interest at the weighted average of
the  respective  Adjusted  REMIC II  Remittance  Rates of the  REMIC II  Regular
Interests  for the  current  Distribution  Date,  weighted on the basis of their
respective  Uncertificated  Principal Balances  immediately prior to the current
Distribution Date.

            "Closing Date":  _________,____.

            "CMSA":  The  Commercial  Mortgage  Securities  Association,  or any
association or organization that is a successor thereto.

            "CMSA SIP":  Shall  include five  electronic  files ((1) Loan Set-up
File,  (2) Loan Periodic  Update File,  (3) Property File, (4) Bond File and (5)
Collateral  File) and eight  surveillance  reports ((1) Watch List  Report,  (2)
Delinquent Loan Status Report, (3) REO Status Report, (4) Comparative  Financial
Status Report,  (5) Historical  Loan  Modification  Report,  (6) Historical Loss
Estimate Report, (7) Operating  Statement Analysis Report and (8) NOI Adjustment
Worksheet).


                                       16
<PAGE>


            "Code":  The Internal  Revenue Code of 1986, as amended from time to
time, any successor  statute thereto,  and any temporary or final regulations of
the United States Department of the Treasury promulgated pursuant thereto.

            "Collection Account": The segregated account or accounts created and
maintained by the Master  Servicer  pursuant to Section  3.5(a),  which shall be
entitled "____________________, as Trustee, in trust for Holders of PNC Mortgage
Acceptance  Corp.,   Commercial  Mortgage  Pass-Through   Certificates,   Series
_________, Collection Account," and which shall be an Eligible Account.

            "Collection  Period":  With respect to any Distribution Date and any
Mortgage Loan, the period beginning on the first day following the Determination
Date in the month  preceding  the month in which such  Distribution  Date occurs
(or, in the case of the Distribution  Date occurring in ___________,  on the day
after the Cut-off Date) and ending on and including  the  Determination  Date in
the month in which such Distribution Date occurs.

            "_______  Loans":  The Mortgage  Loans  transferred  and assigned by
_______  to  the  Depositor  pursuant  to the  _______  Mortgage  Loan  Purchase
Agreement.

            "_______  Mortgage  Loan  Purchase  Agreement":  The Mortgage Loan
Purchase and Sale Agreement dated as of __________,____  between the Depositor
and _______.

            "Commission":  The  Securities  and  Exchange  Commission  of  the
United States of America.

            "Compensating  Interest Payments":  With respect to any Distribution
Date,  any  payments  required  to be made by the Master  Servicer  pursuant  to
Section 3.25 to cover Prepayment Interest Shortfalls.

            "Controlling Class": The most subordinate Class of Principal Balance
Certificates outstanding at any time of determination (or, if the then aggregate
Certificate  Balance  of such  Class  of  Certificates  is less  than 25% of the
initial aggregate  Certificate  Balance thereof and there is a more senior Class
of Principal Balance Certificates then outstanding with an aggregate Certificate
Balance  that is at least  equal  to 25% of the  initial  aggregate  Certificate
Balance  thereof,   the  next  most  subordinate   Class  of  Principal  Balance
Certificates). If no Class of Principal Balance Certificates has at least 25% of
its initial  aggregate  Certificate  Balance then  outstanding,  the Controlling
Class will be the most subordinate Class of Principal Balance Certificates still
outstanding. For purposes of determining the Controlling Class, the Class [A-1A]
and Class [A-1B] Certificates will be treated as a single Class of Certificates,
the Subordinate  Certificates  will be subordinate to the Class [A-1A] and Class
[A-1B]  Certificates,  and  each  Class  of  Subordinate  Certificates  will  be
subordinate  to each other Class of  Subordinate  Certificates,  if any, with an
earlier  alphabetical  (and, if the  alphabetical  designations are the same, an
earlier  numerical) Class designation.  The existence of an Appraisal  Reduction
shall have no effect on the  determination  of the Controlling  Class. As of the
Closing Date, the Controlling Class will be the Class [D] Certificates.


                                       17
<PAGE>


            "Controlling Class Representative":  As defined in Section 3.26.

            "Corrected  Mortgage  Loan":  Any Mortgage Loan which is no longer a
Specially Serviced Mortgage Loan pursuant to the first proviso to the definition
of the term "Specially  Serviced Mortgage Loan" as a result of the curing of any
event  of  default  under  such  Specially  Serviced  Mortgage  Loan  through  a
modification,  restructuring  or workout  negotiated by the Special Servicer and
evidenced by a signed writing.

            "CPR":  An assumed  constant rate of prepayment each month (which is
quoted on a per annum basis) relative to the then-outstanding  principal balance
of a pool mortgage loans for the life of such mortgage loans.

            "Cross-Collateralized Group": Either a group of Mortgage Loans which
are cross-defaulted or cross-collateralized  with one another or an indebtedness
evidenced  by a single  Note and  secured by two or more  Mortgaged  Properties,
which are  identified as separate  Mortgage  Loans on the Mortgage Loan Schedule
and treated as separate Mortgage Loans for purposes of this Agreement.

            "Cross-Collateralized   Loan":   Each   Mortgage   Loan  which  is
included in a certain Cross-Collateralized Group.

            "Current  Principal  Distribution   Amount":  With  respect  to  the
Mortgage Loans for any Distribution Date, an amount equal to the aggregate of:

            (a) the  principal  portions  of all  Monthly  Payments  (other than
Balloon  Payments)  and any Assumed  Monthly  Payments due or deemed due, as the
case may be, in respect of the Mortgage Loans,  including without limitation any
REO Mortgage Loans,  for their respective Due Dates occurring during the related
Collection Period; and

            (b)   that  portion of all payments  (including  without  limitation
Principal  Prepayments and Balloon Payments),  Liquidation  Proceeds,  Insurance
Proceeds,  any payments of Repurchase Price, payments of Substitution  Shortfall
Amounts,  Net REO Proceeds  and other  collections  that were  received on or in
respect of the Mortgage  Loans  (including  without  limitation any REO Mortgage
Loans) or received on or in respect of any  related REO  Properties,  during the
related Collection Period and were identified and applied by the Master Servicer
in accordance  with Section 1.2 as payments or other  recoveries of principal of
such Mortgage Loans (including,  without limitation, any REO Mortgage Loans), in
each case net of any portion of such  amounts that  represents  (i) a payment or
other  recovery of the principal  portion of any Monthly  Payment  (other than a
Balloon Payment) due, or of the principal portion of any Assumed Monthly Payment
deemed due, in respect of any such  Mortgage  Loan on a Due Date during or prior
to the related Collection Period and not previously paid or recovered or (ii) an
early  payment  (other  than  in the  form  of a  Principal  Prepayment)  of the
principal  portion of any Monthly  Payment  due in respect of any such  Mortgage
Loan on a Due Date subsequent to the end of the related Collection Period.


                                       18
<PAGE>


            "Custodial  Agreement":  The Custodial Agreement,  if any, in effect
from time to time between the Custodian  named therein,  the Master Servicer and
the Trustee,  substantially in the form of Exhibit F hereto,  as the same may be
amended or modified from time to time in accordance with the terms thereof.

            "Custodian":  Any Custodian  appointed pursuant to Section 8.12 and,
unless the Trustee is Custodian,  named pursuant to any Custodial Agreement. The
Custodian  may (but need  not) be the  Trustee  or the  Master  Servicer  or any
Affiliate of the Trustee or the Master Servicer, but may not be the Depositor.

            "Cut-off Date":  __________,____.

            "Default  Interest":  With  respect to any Mortgage  Loan,  interest
accrued  on such  Mortgage  Loan at the  excess  of the  Default  Rate  over the
Mortgage  Rate,  in each case  excluding  any portion  thereof  that  represents
Deferred Interest.

            "Default Rate":  With respect to each Mortgage Loan, the annual rate
at which  interest  accrues on such Mortgage Loan following any event of default
on such Mortgage Loan,  including a default in the payment of a Monthly  Payment
or a Balloon Payment, as such rate is set forth in the Mortgage Loan Schedule.

            "Deferred Interest":  With respect to each Hyper-Amortization  Loan,
interest accrued on such Hyper-Amortization Loan at the related Excess Rate plus
interest  thereon to the  extent  permitted  by  applicable  law at the  related
Revised Interest Rate.

            "Definitive Certificate":  As defined in Section 5.3(a).

            "Deleted  Mortgage  Loan":  A  Mortgage  Loan   replaced  or  to  be
replaced by a Qualified Substitute Mortgage Loan.

            "Depositor":  PNC Mortgage Acceptance Corp., a Missouri  corporation
and its successors and assigns.

            "Determination  Date": With respect to each  Distribution  Date, the
fourth  calendar day of the month in which the  Distribution  Date occurs or, if
that day is not a Business  Day, the first  Business Day  immediately  preceding
such day.

            "Directly Operate": With respect to any REO Property, the furnishing
or  rendering  of  services  to the  tenants  thereof  that are not  customarily
provided to tenants in connection  with the rental of space for  occupancy  only
within  the  meaning  of  Treasury  Regulations  Section  1.512(h)-1(c)(5),  the
management or operation of such REO  Property,  the holding of such REO Property
primarily  for sale to  customers  or any use of such REO Property in a trade or
business  conducted  by  the  Trust  Fund  other  than  through  an  Independent
Contractor; provided, however, that the Special Servicer, on behalf of the Trust
Fund, shall not be considered to Directly Operate an REO Property solely because
the Special  Servicer,  on behalf of the Trust Fund,  establishes  rental terms,
chooses tenants, enters into or renews leases,

                                       19
<PAGE>


deals  with taxes and  insurance,  or makes  decisions  as to repairs or capital
expenditures with respect to such REO Property.

            "Discount  Rate":  The  rate  which,  when  compounded  monthly,  is
equivalent to the Treasury Rate when  compounded  semi  annually.  The "Treasury
Rate" is the yield  calculated  by the linear  interpolation  of the yields,  as
reported in Federal  Reserve  Statistical  Release H.15 Selected  Interest Rates
under the heading "U.S. government  securities/Treasury constant maturities" for
the week ending prior to the date of the relevant Principal Prepayment,  of U.S.
Treasury  constant  maturities with a maturity date (one longer and one shorter)
most nearly approximating the maturity date (or the Hyper-Amortization  Date, if
applicable)  of  the  Mortgage  Loan  prepaid.  If  Release  H.15  is no  longer
published,  the Trustee shall select a comparable  publication  to determine the
Treasury Rate.

            "Disposition  Fee": With respect to any Specially  Serviced Mortgage
Loan or REO  Property  which  is sold or  transferred  or  otherwise  liquidated
(except  in  connection  with  (i) a  repurchase  under  Section  2.3,  (ii) the
termination  of the Trust  pursuant to Section 9.1(b) or (iii) the purchase of a
Mortgage Loan by the Controlling  Class  Representative,  the Master Servicer or
the Special  Servicer  pursuant to Section 3.18), an amount equal to the product
of (I) the excess,  if any of (a) the  Liquidation  Proceeds  of such  Specially
Serviced  Mortgage  Loan or REO Property  over (b) any broker's  commission  and
related brokerage referral fees, and (II) ___ %.

            "Disqualified Non-U.S. Person": With respect to a Class [R-I], Class
[R-II] or Class [R-III] Certificate,  any Non-U.S. Person or agent thereof other
than (i) a Non-U.S.  Person that holds the Class  [R-I],  Class  [R-II] or Class
[R-III] Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Certificate Registrar
with an effective IRS Form 4224 or (ii) a Non-U.S.  Person that has delivered to
both the transferor and the  Certificate  Registrar an Opinion of Counsel to the
effect  that the  transfer of the Class  [R-I],  Class  [R-II] or Class  [R-III]
Certificate  to it is in accordance  with the  requirements  of the Code and the
regulations  promulgated  thereunder  and that such transfer of the Class [R-I],
Class [R-II] or Class [R-III]  Certificate  will not be disregarded  for federal
income tax purposes.

            "Disqualified  Organization":  Either (a) the United States, a State
or any political  subdivision  thereof,  any possession of the United States, or
any  agency  or   instrumentality  of  any  of  the  foregoing  (other  than  an
instrumentality  that is a corporation  if all of its  activities are subject to
tax and a  majority  of its  board  of  directors  is not  selected  by any such
governmental unit), (b) a foreign government,  International Organization or any
agency or instrumentality  of either of the foregoing,  (c) an organization that
is exempt from tax imposed by Chapter 1 of the Code  (including  the tax imposed
by  Code  Section  511 on  unrelated  business  taxable  income)  on any  excess
inclusions  (as defined in Code  Section  860E(c)(1))  with respect to the Class
[R-I],  Class [R-II] or Class  [R-III]  Certificates  (except  certain  farmers'
cooperatives  described in Code Section 521),  (d) rural  electric and telephone
cooperatives  described in Code Section  1381(a)(2),  or (e) any other Person so
designated by the Certificate  Registrar based upon an Opinion of Counsel to the
effect that any  Transfer to such Person may result in an Adverse  REMIC  Event.
The terms "United States," "State" and "International  Organization"  shall have
the meanings set forth in Code Section 7701 or successor provisions.

                                       20
<PAGE>


            "Distributable  Certificate Interest":  With respect to any Class of
REMIC  III  Regular   Certificates  for  each  Distribution  Date,  the  Accrued
Certificate  Interest  in  respect  of  such  Class  of  Certificates  for  such
Distribution Date,  reduced (to not less than zero) by that portion,  if any, of
the Net Aggregate  Prepayment Interest Shortfall,  if any, for such Distribution
Date allocated to such Class of Certificates  as set forth below,  and increased
by any Class  Interest  Shortfall in respect of such Class of  Certificates  for
such Distribution Date. The Net Aggregate Prepayment Interest Shortfall, if any,
for each  Distribution  Date shall be allocated on such  Distribution Date among
the respective Classes of REMIC III Regular Certificates, pro rata, in the ratio
that  the  Accrued  Certificate  Interest  with  respect  to any  such  Class of
Certificates for such Distribution  Date bears to the total Accrued  Certificate
Interest with respect to all Classes of REMIC III Regular  Certificates for such
Distribution Date.

            "Distribution  Account":  The segregated account or accounts created
and maintained as a separate  trust account or accounts by the Trustee  pursuant
to Section 3.5(b), which shall be entitled "____________________, as Trustee, in
trust  for  Holders  of  PNC  Mortgage  Acceptance  Corp.   Commercial  Mortgage
Pass-Through  Certificates,  Series _________,  Distribution  Account" and which
shall be an Eligible Account.

            "Distribution  Date":  For any  month  is the  later  of (i) the ___
calendar  day of the  month  or,  if such day is not a  Business  Day,  the next
succeeding  Business Day and (ii) the _____ Business Day after the Determination
Date occurring in such month, commencing in _________.

            "Due Date":  With respect to any Collection  Period and any Mortgage
Loan,  the  date on  which  scheduled  payments  are due on such  Mortgage  Loan
(without  regard to grace  periods),  such date being for all Mortgage Loans the
____ day of each month.

            "Eligible Account":  means (i) an account or accounts in which funds
will be held therein for more than 30 days which are  maintained  with a federal
or state  chartered  depository  institution  or trust  company,  the  long-term
unsecured debt  obligations of which are rated "___" or better by _______,  (or,
if not rated by _______,  then "___" or better by ____ or otherwise  approved by
_______)  and "___" or  better by ____ if rated by ____ (or,  if not so rated by
____, then otherwise approved by ____), in each case, at the time of any deposit
therein;  or (ii) an account or accounts in which funds will be held therein for
30  days or  less  which  are  maintained  with a  federal  or  state  chartered
depository   institution  or  trust  company,   the  short-term  unsecured  debt
obligations  of which are rated "___" or better by _______  (or, if not rated by
_______,  then "___" or better by ____ or  otherwise  approved by  _______)  and
"___" or better by ____ (or, if not so rated by ____, then otherwise approved by
____),  in each case at the time of any deposit  therein;  or (iii) a segregated
trust account or accounts  maintained with the corporate  trust  department of a
federally or state chartered  depository  institution or trust company acting in
its fiduciary  capacity,  which may be the Master  Servicer (or any Affiliate of
the  Master  Servicer)  or  Trustee,  provided  any such  institution  (a) has a
combined  capital  and  surplus  of at  least  $50,000,000,  (b) is  subject  to
supervision or examination by a federal or state  authority,  and (c) if it is a
state-chartered institution, is subject to regulations regarding fiduciary funds
on deposit  substantially  similar  to 12 C.F.R.  Section  9.10(b);  or (iv) any
account, the establishment and

                                       21
<PAGE>


maintenance of which is the subject of a Rating Agency  Confirmation.   Eligible
Accounts may bear interest.

            "Eligible  Investor":  (i) A  Person,  reasonably  believed  by  the
transferor to be a Qualified  Institutional  Buyer, that is purchasing Privately
Placed  Certificates  for its own  account  or for the  account  of a  Qualified
Institutional  Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A promulgated  under the 1933 Act or (ii) with
respect to Privately Placed  Certificates (other than the Class [E] Certificates
and the Residual Certificates), an Institutional Accredited Investor.

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

            "ERISA":  The Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

            "Escrow Account":  As defined in Section 3.4(b).

            "Escrow  Payment":  Any payment  made by any  Borrower to the Master
Servicer for the account of such Borrower for application  toward the payment of
taxes,  insurance  premiums,  assessments  and  similar  items in respect of the
related Mortgaged Property.

            "Euroclear":  Morgan  Guaranty  Trust Company of New York,  Brussels
Office, as operator of the Euroclear System, or its successor in such capacity.

            "Event of Default":  As defined in Section 7.1.

            "Excess  Liquidation  Proceeds":  The excess of (i) all  Liquidation
Proceeds  from  the  sale or  liquidation  of a  Mortgage  Loan or  related  REO
Property,  net of any related Liquidation  Expenses and any related Advances and
interest  thereon over (ii) the amount  needed to pay off the  Mortgage  Loan in
full.

            "Excess  Liquidation  Proceeds  Account":  The segregated account or
accounts created and maintained by the Trustee pursuant to Section 3.5(f), which
shall be entitled "____________________, as Trustee, in trust for Holders of PNC
Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series
_________,  Excess Liquidation Proceeds Account," and which shall be an Eligible
Account.

            "Excess  Rate":  With respect to each  Hyper-Amortization  Loan, the
excess of the related Revised Interest Rate over the related Mortgage Rate.

            "Expense  Loss": A loss realized upon payment by the Trust Fund   of
an  Additional  Trust  Fund  Expense  that  was  not  otherwise  subject  to   a
Servicing Advance or was the

                                       22
<PAGE>


subject of a  determination  that such Servicing  Advance,  if made,  would be a
Nonrecoverable Advance.

            "FDIC":  The   Federal   Deposit  Insurance   Corporation,   or  any
successor thereto.

            "FHA":  The Federal Housing Administration.

            "FHLMC":  The  Federal   Home   Loan  Mortgage  Corporation,  or any
successor thereto.

            "Filing  Defect":  With respect to any Mortgage Loan, the occurrence
of any of the following on _______________  which remains uncured or unremedied:
(a) the Trustee  Mortgage  File for such  Mortgage  Loan does not  contain  each
recorded or filed document or a copy thereof as required in clause (ii), (iv) or
(vii) of the  second  paragraph  of Section  2.1  because  an  original  of such
document was not delivered by or on behalf of the applicable  Seller either as a
recorded  or filed  document or in proper  form for  recording  or filing in the
appropriate public recording or filing office, was lost, was returned unrecorded
or unfiled as a result of an actual or purported  defect therein or has not been
returned  from the  applicable  public  recording or filing  office;  or (b) the
Trustee  Mortgage  File for such  Mortgage  Loan does not contain an original or
copy  of  the  related  lender's  title  insurance  policy,  together  with  all
endorsements  or riders  thereto  that were  issued  with or  subsequent  to the
issuance of such policy,  for any reason;  provided that such  omission,  in the
case of either clause (a) or (b),  would  materially  and  adversely  affect the
ability of the Trustee,  the Master Servicer or the Special  Servicer to enforce
the liens and security  interests  securing  such Mortgage Loan and the priority
thereof on a prompt basis or the value of such  Mortgage  Loan as of the time of
determination.

            "Final  Recovery  Determination":  With  respect to any REO Mortgage
Loan, Specially Serviced Mortgage Loan or Mortgage Loan subject to repurchase by
the related Seller or the Third Party Originator as contemplated by Section 2.3,
the  recovery  of all  Insurance  Proceeds,  Liquidation  Proceeds,  the related
Repurchase  Price and other  payments or recoveries  (including  proceeds of the
final sale of any  related REO  Property)  which the  Special  Servicer,  in its
reasonable  judgment  as  evidenced  by a  certificate  of a  Servicing  Officer
delivered  to  the   Trustee,   the   Custodian   and  the   Controlling   Class
Representative,  expects to be finally  recoverable.  The Master  Servicer shall
maintain  records,  prepared  by a  Servicing  Officer,  of each Final  Recovery
Determination  until the  earlier  of (i) its  termination  as  Master  Servicer
hereunder and the transfer of such records to a successor servicer and (ii) five
years following the termination of the Trust Fund.

            "FNMA":  The  Federal  National  Mortgage   Association,   or  any
successor thereto.

            "Grantor Trust":  As defined in Preliminary Statement.

            "Grantor Trust Assets":  As defined in Section 10.5.

            "Grantor Trust  Collection   Account":   The  segregated  account or
accounts  created and  maintained  as a separate  trust  account  or accounts by
the Master Servicer pursuant to Section

                                       23
<PAGE>


3.5(c), which shall be entitled "____________________,  as Trustee, in trust for
Holders  of PNC  Mortgage  Acceptance  Corp.  Commercial  Mortgage  Pass-Through
Certificates,  Series  _________,  Grantor Trust Collection  Account " and which
shall be an Eligible Account.  The Grantor Trust Collection Account shall not be
an asset of REMIC I, REMIC II or REMIC III formed hereunder.

            "Grantor Trust  Distribution  Account":  The  segregated  account or
accounts  created and  maintained as a separate trust account or accounts by the
Trustee    pursuant    to   Section    3.5(d),    which    shall   be   entitled
"____________________,  as  Trustee,  in  trust  for  Holders  of  PNC  Mortgage
Acceptance  Corp.   Commercial  Mortgage   Pass-Through   Certificates,   Series
_________,  Grantor Trust Distribution  Account " and which shall be an Eligible
Account.  The Grantor Trust Distribution  Account shall not be an asset of REMIC
I, REMIC II or REMIC III formed hereunder.

            "Group Environmental Insurance Policy": Each Environmental Insurance
Policy  that  is  maintained  from  time to time in  respect  of more  than  one
Mortgaged Property or REO Property.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals,  wastes,  or  substances,  including,  without  limitation,  those so
identified pursuant to the Comprehensive  Environmental  Response,  Compensation
and Liability  Act, 42 U.S.C.  Section 9601 et seq., or any other  environmental
laws now existing, and specifically including, without limitation,  asbestos and
asbestos-containing  materials,  polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory",  "usable work in process" or similar classification which would,
if classified as unusable, be included in the foregoing definition.

            "Holder": With respect to any Certificate, a Certificateholder; with
respect  to any REMIC I  Regular  Interest  or REMIC II  Regular  Interest,  the
Trustee.

            "Hyper-Amortization  Date":  With respect to any  Hyper-Amortization
Loan,  the date  specified on the related  Mortgage  Note, as of which  Deferred
Interest shall begin to accrue on such Mortgage Loan, which date is prior to the
Stated Maturity Date for such Mortgage Loan.

            "Hyper-Amortization  Loan":  A Mortgage  Loan that  provides for the
accrual of Deferred  Interest  thereon if such Mortgage Loan is not paid in full
on or prior to its Hyper-Amortization Date.

            "Indemnified Party":  As defined in Section 8.5(c).

            "Independent":  When used with respect to any specified Person,  any
other  Person  who (i)  does  not have any  direct  financial  interest,  or any
material indirect financial interest, in any of the Manager, the Depositor,  the
Master Servicer,  the Special Servicer,  Trustee,  any Borrower or any Affiliate
thereof, and (ii) is not connected with any such specified Person as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.

                                       24
<PAGE>


            "Independent  Contractor":  Either (i) any  Person  that would be an
"independent  contractor"  with  respect to the Trust Fund within the meaning of
Section  856(d)(3)  of the Code if the Trust Fund were a real estate  investment
trust  (except  that the  ownership  tests  set forth in that  section  shall be
considered  to be met by any Person that owns,  directly or  indirectly,  35% or
more of any  Class  or 35% or more of the  aggregate  value  of all  Classes  of
Certificates),  provided  that the Trust  Fund does not  receive  or derive  any
income from such Person and the  relationship  between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury  Regulations Section
1.856-4(b)(5) (except that the Special Servicer shall not be considered to be an
Independent Contractor under the definition in this clause (i) unless an Opinion
of Counsel  (obtained at the expense of the Special  Servicer)  addressed to the
Special Servicer and the Trustee has been delivered to the Trustee to the effect
that the Special Servicer meets the requirements of such definition) or (ii) any
other Person (including the Special Servicer) if the Special Servicer, on behalf
of itself and the Trustee,  has received an Opinion of Counsel  (obtained at the
expense of the party  seeking  to be deemed an  Independent  Contractor)  to the
effect  that the taking of any action in  respect  of any REO  Property  by such
Person,  subject to any conditions therein  specified,  that is otherwise herein
contemplated  to be taken by an Independent  Contractor  will not cause such REO
Property  to cease to qualify as  "foreclosure  property"  within the meaning of
Section  860G(a)(8)  of the Code  (determined  without  regard to the  exception
applicable  for  purposes  of  Section  860D(a) of the Code) or cause any income
realized with respect of such REO Property to fail to qualify as Rents from Real
Property (provided that such income would otherwise so qualify).

            "Initial  Subservicer":  With respect to each  Mortgage Loan that is
subject to a subservicing  agreement with the Master  Servicer as of the Closing
Date, the subservicer under any such subservicing agreement.

            "Institutional   Accredited   Investor":   An  entity   meeting  the
requirements  of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D  promulgated
under  the 1933 Act (and any  entity in which all the  equity  owners  meet such
requirements) and which is not otherwise a Qualified Institutional Buyer.

            "Insurance  Proceeds":  Proceeds  of any fire and  hazard  insurance
policy, title policy,  Environmental  Insurance Policy or other insurance policy
relating to a Mortgage Loan and/or the Mortgaged  Property securing any Mortgage
Loan (including any amounts paid by the Master Servicer or the Special  Servicer
pursuant to Section  3.8),  to the extent such proceeds are not to be applied to
the restoration of the related Mortgaged Property or released to the Borrower in
accordance  with the express  requirements  of the  related  Mortgage or Note or
other documents  included in the related Mortgage File or in accordance with the
Servicing Standard.

            "Insured Environmental Event":  As defined in Section 3.8(a).

            "Interest  Accrual Period":  With respect to any Distribution  Date,
the calendar month preceding the month in which such Distribution Date occurs.


                                       25
<PAGE>

            "Interest  Reserve  Account":  The  segregated  account or  accounts
created and  maintained  as a separate  trust  account or accounts by the Master
Servicer    pursuant    to   Section    3.29,    which    shall   be    entitled
"____________________,  as  Trustee,  in  trust  for  Holders  of  PNC  Mortgage
Acceptance  Corp.   Commercial  Mortgage   Pass-Through   Certificates,   Series
_________, Interest Reserve Account" and which shall be an Eligible Account.

            "Interest Reserve Amount": As defined in Section 3.29(a).

            "Interest  Reserve  Loan":  A Mortgage  Loan  that  bears   interest
computed on an Actual/360 Basis.

            "Interested Person": As of any date of determination, the Depositor,
the Master  Servicer,  the Special  Servicer,  the Trustee,  any  Borrower,  any
Manager of a  Mortgaged  Property,  any  Independent  Contractor  engaged by the
Special Servicer  pursuant to Section 3.17, or any Person known to a Responsible
Officer of the Trustee to be an Affiliate of any of them.

            "Investment Account":  As defined in Section 3.7(a).

            "Investment   Representation   Letter":   As   defined   in  Section
5.2(c)(i).

            "IRS":  The Internal Revenue Service.

            "Liquidation  Expenses":  Expenses  incurred by the Special Servicer
and the Trustee in connection  with the  liquidation  of any Specially  Serviced
Mortgage  Loan or  property  acquired  in respect  thereof  (including,  without
limitation,  legal  fees and  expenses,  committee  or  referee  fees,  and,  if
applicable, brokerage commissions, conveyance taxes and Disposition Fees).

            "Liquidation  Event":  With respect to any Mortgage Loan (other than
an REO Mortgage Loan),  any of the following  events:  (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery  Determination  is made with respect to such
Mortgage  Loan;  (iii) such Mortgage Loan is repurchased or replaced by a Seller
or the Third Party  Originator  pursuant to the related  Mortgage  Loan Purchase
Agreement or the related Third Party Originator  Agreement,  as the case may be,
and Section 2.3 of this  Agreement;  (iv) such Mortgage Loan is sold pursuant to
Section 3.18;  or (v) such Mortgage Loan is purchased by any Person  entitled to
effect an  optional  termination  of the Trust  pursuant  to Section  9.1.  With
respect to any REO  Property  (and the related REO  Mortgage  Loan),  any of the
following  events:  (i) a Final Recovery  Determination  is made with respect to
such REO  Property;  (ii) such REO Property is sold pursuant to Section 3.18; or
(iii)  such REO  Property  is  purchased  by any  Person  entitled  to effect an
optional termination of the Trust pursuant to Section 9.1.

            "Liquidation  Proceeds":  All cash  amounts  (other  than  Insurance
Proceeds),  including all partial and/or  unscheduled  collections,  received in
connection with (i) the taking of a Mortgaged  Property by exercise of the power
of eminent  domain or  condemnation,  (ii) the full or partial  liquidation of a
Mortgaged Property or other collateral that constituted security for a Specially
Serviced Mortgage Loan through a trustee's sale,  foreclosure sale or otherwise,
(iii) the sale of a  Specially  Serviced  Mortgage  Loan or an REO  Property  in
accordance with Section

                                       26
<PAGE>


3.18,  (iv) the sale of all of the  Mortgage  Loans  and any REO  Properties  in
accordance  with Section 9.1, (v) the realization  upon any deficiency  judgment
obtained  against a  Borrower  or  guarantor  of any  Mortgage  Loan or (vi) any
amounts deemed to be Liquidation Proceeds pursuant to Section 2.3(e).

            "Loan  Agreement":  With  respect  to any  Mortgage  Loan,  the loan
agreement,  if any,  between the Originator and the Borrower,  pursuant to which
such Mortgage Loan was made.

            "Loan-to-Value  Ratio": With respect to any Mortgage Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the then-unpaid principal balance of such Mortgage Loan (or, if part of
a  Cross-Collateralized  Group, of such group),  and the denominator of which is
the  appraised  value of the related  Mortgaged  Property  (or, in the case of a
Cross-Collateralized Group, of all the Mortgaged Properties securing such group)
as determined by an Updated Appraisal thereof.

            "MAI":  Member of the Appraisal Institute.

            "Majority  Certificateholder":  With respect to any particular Class
or Classes of Certificates,  any Certificateholder entitled to a majority of the
Voting Rights allocated to such Class or Classes, as the case may be.

            "Management  Agreement":  With  respect to any  Mortgage  Loan,  the
Management  Agreement,  if any,  by and  between  the  Manager  and the  related
Borrower, or any successor Management Agreement between such parties.

            "Manager":  With  respect  to  any  Mortgage  Loan,   any   property
manager for the related Mortgaged Property.

            "Master  Servicer":  Midland  or  any  successor   Master   Servicer
appointed as herein provided.

            "Master Servicer  Mortgage File": With respect to any Mortgage Loan,
all  documents  related  to such  Mortgage  Loan  that  are not  required  to be
delivered to the Trustee  pursuant to Section 2.1 or to be maintained as part of
the Trustee Mortgage File, including, without limitation:

            (i)   a copy of the Management Agreement,  if any, for  the  related
Mortgaged Property;

            (ii)  copies  of  any  and   all  amendments,    modifications   and
supplements to, and waivers related to, any of the foregoing;

            (iii)  copies  of the  related  appraisals,  surveys,  environmental
insurance agreements, environmental reports and other similar documents; and


                                       27
<PAGE>


            (iv)  any  other written  agreements  related to such Mortgage Loan;
together  with copies of all  documents  that are required to be maintained as a
part of the Trustee Mortgage File.

            "Master Servicing Fee": With respect to each Mortgage Loan, for each
calendar  month  (commencing  with  _____________)  or  any  applicable  portion
thereof,  the Master  Servicing Fee shall accrue (on the basis of a 360-day year
consisting of twelve 30 day months) at the related Master  Servicing Fee Rate on
the same  principal  amount as  interest  accrues  from time to time during such
calendar month (or portion thereof) on such Mortgage Loan or is deemed to accrue
from time to time during such calendar month (or portion thereof) in the case of
an REO Mortgage Loan.

            "Master Servicing Fee Rate": With respect to each Mortgage Loan, the
per annum rate set forth in the Mortgage  Loan  Schedule as the  "Administrative
Cost Rate" less the Trustee Fee Rate.

            "Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is then scheduled
to be due and payable under the related Mortgage Note.

            "Midland":  Midland Loan Services, Inc., a Delaware corporation,  or
its successor in interest.

            "Midland Loans":  means MLS Loans.

            "Midland  Mortgage  Loan  Purchase  Agreement":  The  Mortgage  Loan
Purchase and Sale Agreement, dated as of __________,____,  between  Midland  and
Depositor.

            "Minimum Master Servicing Fee Rate":  A rate of  ____% per annum.

            "MLS  Loans":  The  Mortgage  Loans   transferred  and  assigned  to
Depositor pursuant to the Midland Mortgage Loan Purchase Agreement.

            "Money Term":  With respect to any Mortgage Loan, the Maturity Date,
Mortgage  Rate,  principal  balance,  amortization  term  or  payment  frequency
thereof,  including any provisions  relating to Deferred Interest (and shall not
include late fees or Default Interest provisions).

            "Monthly Payment": With respect to any Mortgage Loan (other than any
REO Mortgage Loan) and any Due Date, the scheduled  monthly payment of principal
and/or interest,  excluding any Balloon  Payment,  Default Interest and Deferred
Interest on such Mortgage Loan which is payable by the related  Borrower on such
Due Date under the related Note (taking into account any waiver, modification or
amendment of the terms of such Mortgage  Loan,  whether  agreed to by the Master
Servicer  or Special  Servicer or in  connection  with a  bankruptcy  or similar
proceeding involving the related Borrower).


                                       28
<PAGE>


            "Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on a Mortgaged Property securing the related Note.

            "Mortgage  File":   With  respect to any Mortgage  Loan, the Trustee
Mortgage File and the Master Servicer Mortgage File.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the  Trustee  pursuant to Section 2.1 and from time to time held in the Trust
Fund,  such mortgage loans  originally so  transferred,  assigned and held being
identified on the Mortgage Loan Schedule as of the Cut-off Date. Such term shall
include  any REO  Mortgage  Loan,  any  Qualified  Substitute  Mortgage  Loan or
defeased Mortgage Loan.

            "Mortgage  Loan Documents":   Any and all documents contained in the
Trustee Mortgage File and the Master Servicer Mortgage File.

            "Mortgage Loan Purchase  Agreement":  With respect to the MLS Loans,
the Midland Mortgage Loan Purchase Agreement. With respect to the _______ Loans,
the _______ Mortgage Loan Purchase  Agreement.  The term "Mortgage Loan Purchase
Agreements" shall mean both of such agreements.

            "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in the Trust Fund on such date,  such list as of the Closing Date being
attached hereto as Exhibit B-1.

            "Mortgage   Pool":    Collectively,   all  of  the   Mortgage  Loans
(including  without  limitation   REO Mortgage   Loans and Qualified  Substitute
Mortgage Loans, but excluding Deleted Mortgage Loans).

            "Mortgage Rate": With respect to each Mortgage Loan, the annual rate
at which interest accrues on such Mortgage Loan (in the absence of a default and
without  giving  effect  to any  Revised  Interest  Rate),  as set  forth in the
Mortgage Loan Schedule.

            "Mortgaged  Property":  The underlying  property securing a Mortgage
Loan, including any REO Property, consisting of a fee simple or leasehold estate
in a parcel of land improved by a commercial or multifamily  property,  together
with any  personal  property,  fixtures,  leases  and other  property  or rights
pertaining thereto.

            "Net Aggregate Prepayment Interest  Shortfall":  With respect to any
Distribution  Date,  the  amount,  if any,  by which  (a) the  aggregate  of all
Prepayment  Interest  Shortfalls  incurred  in  connection  with the  receipt of
Principal  Prepayments  on the  Mortgage  Loans  during the  related  Collection
Period,  exceeds (b) the sum of (i) the  aggregate  of all  Prepayment  Interest
Excesses realized in connection with the receipt of Principal Prepayments on the
Mortgage Loans during the related  Collection  Period, and (ii) the Compensating
Interest Payment  deposited by the Master Servicer in the  Distribution  Account
for such  Distribution  Date  pursuant to Section 3.25 in  connection  with such
Prepayment Interest Shortfalls.


                                       29
<PAGE>


            "Net  Collections":  With respect to any Corrected Mortgage Loan, an
amount  equal to all  payments  on account of  interest  and  principal  on such
Mortgage Loan and all Prepayment Premiums.

            "Net  Liquidation  Proceeds":  The  excess of  Liquidation  Proceeds
received  with  respect  to any  Mortgage  Loan over the  amount of  Liquidation
Expenses incurred with respect thereto.

            "Net  Mortgage  Rate":   With  respect to  any  Mortgage  Loan,  the
Mortgage Rate for such  Mortgage Loan minus the Master   Servicing  Fee Rate and
the Trustee Fee Rate.

            "Net REO Proceeds":  With respect to each REO Property, REO Proceeds
with  respect  to  such  REO  Property  net of any  insurance  premiums,  taxes,
assessments and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.17(b).

            "New Lease": Any lease of REO Property entered into on behalf of the
Trust Fund,  including any lease renewed or extended on behalf of the Trust Fund
if the Trust Fund has the right to renegotiate the terms of such lease.

            "Nonrecoverable  Advance":  Any portion of an Advance proposed to be
made or previously made which has not been  previously  reimbursed to the Master
Servicer or the Trustee,  as  applicable,  and which the Master  Servicer or the
Trustee has determined (based on, among other things,  an Updated  Appraisal) in
its good faith business judgment will not or, in the case of a proposed Advance,
would not, be ultimately  recoverable by the Master Servicer or the Trustee,  as
applicable,  from late payments,  Insurance Proceeds,  Liquidation  Proceeds and
other  collections  on or in respect of the related  Mortgage  Loan or Mortgaged
Property.  To the extent that any  Borrower is not  obligated  under the related
Mortgage Loan Documents to pay or reimburse any portion of any Advances that are
outstanding  with  respect  to  the  related  Mortgage  Loan  as a  result  of a
modification of such Mortgage Loan by the Special Servicer which forgives unpaid
Monthly  Payments or other amounts which the Master  Servicer or the Trustee had
previously  advanced,  and the Master Servicer or the Trustee determines that no
other source of payment or  reimbursement  for such advances is available to it,
such Advances shall be deemed to be nonrecoverable;  provided,  however, that in
connection with the foregoing the Master Servicer or the Trustee,  shall provide
an Officer's  Certificate as described  below.  The  determination by the Master
Servicer  or the  Trustee,  as  applicable,  that it has  made a  Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance shall be evidenced by a certificate of a Servicing Officer,  Responsible
Officer or Vice President or equivalent or senior officer of the Master Servicer
or Trustee,  as  appropriate,  delivered to the Master  Servicer,  Trustee,  the
Special Servicer, the Controlling Class Representative and the Depositor setting
forth such  determination  and the procedures and  considerations  of the Master
Servicer or the Trustee, as applicable, forming the basis of such determination,
which shall include a copy of the Updated Appraisal and any other information or
reports  obtained  by the  Master  Servicer  or the  Trustee,  such as  property
operating  statements,  rent rolls,  property inspection reports and engineering
reports,  which may support such determinations.  Notwithstanding the above, the
Trustee shall be entitled to rely upon any

                                       30
<PAGE>


determination  by the Master  Servicer  that any  Advance  previously  made is a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance.

            "Non-U.S. Person": A person that is not (i) a citizen or resident of
the United States; (ii) a corporation,  partnership,  or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof; (iii) an estate whose income is subject to United States federal income
tax  regardless  of its sources;  or (iv) a trust as to which a court within the
United States is able to exercise primary  jurisdiction over the  administration
of the trust and one or more U.S.  Persons  have the  authority  to control  all
substantial decisions of the trust.

            "Note":  With  respect  to  any  Mortgage  Loan  as of any  date  of
determination,  the note or other  evidence of  indebtedness  and/or  agreements
evidencing  the  indebtedness  of the  related  Borrower  or obligor  under such
Mortgage Loan, in each case,  including any amendments or modifications,  or any
renewal or substitution notes, as of such date.

            "Notional  Amount":  With  respect  to:  (i)  all of the  Class  [S]
Certificates (a) on or prior to the first  Distribution Date, an amount equal to
the aggregate initial  Uncertificated  Principal Balance of the REMIC II Regular
Interests,  as specified in the Preliminary  Statement hereto, and (b) as of any
date  of  determination   after  the  first  Distribution  Date,  the  aggregate
Uncertificated  Principal  Balance  of the  REMIC II  Regular  Interests  on the
Distribution  Date  immediately  prior  to  such  date of  determination,  after
application  of the  distributions  deemed made thereon,  and  allocation of the
Realized  Losses  and  Expense  Losses  deemed  made  thereto,   on  such  prior
Distribution  Date  and (ii) any  Class  [S]  Certificate,  the  product  of the
Percentage  Interest  evidenced by such  Certificate and the Notional Amount for
all of the Class [S] Certificates as of such date of determination.

            "Officer's Certificate": A certificate signed by the Chairman of the
Board,  the Vice  Chairman  of the  Board,  the  Chief  Executive  Officer,  the
President, a Vice President (however denominated), the Treasurer, the Secretary,
one of the Assistant Treasurers or Assistant Secretaries or any other officer of
the Master Servicer or Special Servicer customarily performing functions similar
to those performed by any of the above designated officers and also with respect
to a  particular  matter,  any other  officer  to whom such  matter is  referred
because of such  officer's  knowledge  of and  familiarity  with the  particular
subject,  and delivered to the Depositor,  the Trustee,  the Special Servicer or
the Master Servicer, as the case may be.

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation,  be counsel for the  Depositor,  the Special  Servicer or the Master
Servicer, as the case may be, acceptable to the Trustee, except that any opinion
of counsel relating to (a)  qualification of REMIC I, REMIC II or REMIC III as a
REMIC or the  imposition  of tax  under the REMIC  Provisions  on any  income or
property  of any REMIC,  (b)  compliance  with the REMIC  Provisions  (including
application of the definition of "Independent Contractor"), (c) qualification of
the  Grantor  Trust as a  grantor  trust,  or (d) a  resignation  of the  Master
Servicer or the Special Servicer  pursuant to Section 6.4, must be an opinion of
counsel who is Independent of the Depositor, the Special Servicer and the Master
Servicer.


                                       31
<PAGE>


            "Optional  Termination  Notice  Date":  Any  date  as of  which  the
aggregate Stated  Principal  Balance of the Mortgage Loans  (including,  without
limitation,  any REO  Mortgage  Loans) is less than 1% of the  aggregate  Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.

            "Originator":  With  respect  to a Mortgage  Loan, the originator of
such Mortgage Loan, as identified in the Mortgage Loan Schedule.

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

            "P&I  Advance":  As to any  Mortgage  Loan,  any advance made by the
Master Servicer or the Trustee pursuant to Section 4.5(b)(iii) or 4.5(d).

            "Pass-Through  Rate" or "Pass-Through  Rates":  Any one of the Class
[A-1A],  Class [A-1B],  Class [S], Class [A-2],  Class [A-3], Class [A-4], Class
[B-1],  Class [B-2],  Class [B-3],  Class [B-4], Class [B-5], Class [B-6], Class
[B-7], Class [B-8], Class [C] or Class [D] Pass-Through Rates as defined herein.
The  Class  [E]  Certificates   and  the  Residual   Certificates  do  not  have
Pass-Through Rates.

            "Paying Agent":  The paying agent appointed pursuant to Section 5.5.

            "Percentage  Interest":  (i) With  respect to any REMIC III  Regular
Certificate,  the portion of the relevant Class  evidenced by such  Certificate,
expressed as a percentage,  the numerator of which is the Certificate Balance or
the Notional  Amount,  as the case may be, of such Certificate as of the Closing
Date,  as specified on the face  thereof,  and the  denominator  of which is the
initial aggregate  Certificate Balance or the initial aggregate Notional Amount,
as the case may be, of the relevant  Class as of the Closing Date; and (ii) with
respect to the Class [E] and Residual  Certificates,  the percentage interest in
distributions  to be made with respect to the relevant  Class,  as stated on the
face of such Certificate.

            "Permitted   Investments":   Any  one  or  more  of  the   following
obligations or securities payable on demand or having a scheduled maturity on or
before the Business Day  preceding  the date on which such funds are required to
be drawn, but in any event not to exceed 365 days,  regardless of whether issued
by the Depositor,  the Master Servicer, the Special Servicer, the Trustee or any
of their respective Affiliates, and having at all times the required ratings, if
any, provided for in this definition (provided that no Permitted Investment,  if
downgraded, shall be required to be sold at a loss, except if the remaining term
to maturity at the time of such  downgrading  is greater  than 30 days),  unless
Rating Agency Confirmation is received with respect to a lower rating:

            (i) direct obligations of, or obligations  guaranteed as to full and
timely  payment of principal  and  interest by, the United  States or any agency
or instrumentality  thereof,  provided that such obligations are  backed by  the
full  faith and  credit of the  United  States of  America,  including,  without
limitation, U.S. Treasury Obligations, Farmers Home

                                       32
<PAGE>


Administration   certificates   of   beneficial   interest,   General   Services
Administration  participation  certificates  and Small  Business  Administration
guaranteed participation certificates or guaranteed pool certificates;

            (ii)  direct  obligations  of FHLMC (debt  obligations  only),  FNMA
(debt obligations only), the Federal Farm Credit System (consolidated systemwide
bonds  and  notes  only),  the  Federal  Home  Loan  Banks   (consolidated  debt
obligations  only),  the Student Loan Marketing  Association  (debt  obligations
only),  the  Financing  Corp.  (consolidated  debt  obligations  only),  and the
Resolution Funding Corp. (debt obligations only);

            (iii) Federal funds, time deposits in, or unsecured  certificates of
deposit of, or  bankers'  acceptances,  or  repurchase  obligations,  all having
maturities  of not more than 365 days,  issued  by,  any bank or trust  company,
savings and loan  association or savings bank,  depository  institution or trust
company  having a short  term  debt  obligation  rating  that is in the  highest
short-term unsecured rating category of each Rating Agency;

            (iv)  commercial  paper  having  a  maturity  of 365  days  or  less
(including   (A)   both    non-interest-bearing    discount    obligations   and
interest-bearing  obligations  payable on demand or on a specified date not more
than one year  after the date of  issuance  thereof  and (B)  demand  notes that
constitute  vehicles for  investment in commercial  paper) that is rated by each
Rating Agency in its highest short-term unsecured rating category;

            (v)   shares of taxable money market funds or mutual funds that seek
to maintain a constant  net asset value and have been rated  "____" or "____" by
____ and "____" by _______;

            (vi)  if  each of the Rating  Agencies  has  issued a Rating  Agency
Confirmation  to the Trustee with  respect to the holding of such demand,  money
market or time deposit,  demand obligation or any other obligation,  security or
investment, any other demand, money market or time deposit, demand obligation or
any other  obligation,  security or  investment,  as may be  acceptable  to each
Rating  Agency as a permitted  investment  of funds  backing  securities  having
ratings  equivalent  to its initial  rating of the Class [A-1A] and Class [A-1B]
Certificates; and

            (vii)  such    other   obligations   for   which  a  Rating   Agency
Confirmation has been obtained;

provided, however, that [(a) none of such obligations or securities listed above
may have an "r"  highlighter  affixed to its rating if rated by S&P;] (b) except
with respect to units of money market funds  pursuant to clause (v) above,  each
such obligation or security shall have a fixed dollar amount of principal due at
maturity  which  cannot vary or change;  and (c) except with respect to units of
money  market  funds  pursuant to clause (v) above,  if any such  obligation  or
security  provides for a variable rate of interest,  interest shall be tied to a
single  interest  rate  index  plus a  single  fixed  spread  (if  any) and move
proportionately  with that index;  and  provided,  further,  however,  that such
instrument  continues  to qualify as a "cash flow  investment"  pursuant to Code
Section  860G(a)(6)  earning a passive return in the nature of interest and that
no

                                       33
<PAGE>


instrument or security shall be a Permitted Investment if (i) such instrument or
security evidences a right to receive only interest payments,  (ii) the right to
receive principal and interest  payments derived from the underlying  investment
provides a yield to  maturity  in excess of 120% of the yield to maturity at par
of such underlying investment as of the date of its acquisition; or (iii) may be
purchased  at a price  greater  than par if such  investment  may be  prepaid or
called at a price less than its purchase price prior to stated maturity.

            "Permitted Transferee":  With respect to a Class [R-I], Class [R-II]
or Class  [R-III]  Certificate,  any Person or agent thereof that is a Qualified
Institutional Buyer, other than (a) a Disqualified  Organization or (b) a Person
that is a Disqualified Non-U.S. Person.

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

            "Phase  I  Environmental  Assessment":  A "Phase  I  assessment"  as
described  in and  meeting  the  criteria  of  Chapter  5 of Part II of the FNMA
Multifamily Guide, as amended from time to time.

            "Placement  Agents":  ______________________,   ____________________
and ____________________ or any of their successors in interest.

            "Plan":  As defined in Section 5.2(i).

            "Prepayment   Assumption":   A  CPR   of  0%   (except   that   each
Hyper-Amortization  Loan  is  assumed  to pay on its  Hyper-Amortization  Date),
applied to each  Mortgage  Loan during any period  that the related  Borrower is
permitted to make voluntary Principal  Prepayments without a Prepayment Premium,
calculated on the basis of a yield maintenance  formula used for determining the
accrual of original issue discount,  market discount and premium, if any, on the
REMIC I Regular  Interests,  the  REMIC II  Regular  Interests  or the REMIC III
Regular Certificates for federal income tax purposes.

            "Prepayment Interest Excess":  With respect to any Distribution Date
and any Mortgage Loan as to which a Principal Prepayment was made by the related
Borrower  during  the  related  Collection  Period  but  following  the Due Date
occurring in such Collection  Period in which the related  Principal  Prepayment
had been made,  the amount of  interest  accrued and  received  from the related
Borrower (less the Master Servicing Fee) for the period following such Due Date.

            "Prepayment  Interest  Shortfall":  With respect to any Distribution
Date and any Mortgage  Loan as to which a Principal  Prepayment  was made by the
related Borrower during the related  Collection Period but prior to the Due Date
occurring  in such  Collection  Period,  the  amount  by which  (i) one  month's
interest  (other than  Default  Interest  and  Deferred  Interest and net of the
Master  Servicing  Fee) on the Stated  Principal  Balance of such  Mortgage Loan
outstanding  immediately  following  the  Distribution  Date in such  Collection
Period  exceeds (ii) the amount of interest  (net of the Master  Servicing  Fee)
received from the related Borrower in

                                       34
<PAGE>


respect of such Mortgage Loan during such  Collection  Period (without regard to
any Prepayment Premium, Default Interest or Deferred Interest that may have been
collected).

            "Prepayment  Premium":  Payments  received on a Mortgage Loan as the
result of a Principal  Prepayment thereon,  not otherwise due thereon in respect
of principal or interest, which are intended to be a disincentive to prepayment.

            "Primary  Servicing  Fees":  The  monthly  fee payable by the Master
Servicer  from the  Master  Servicing  Fee to each  Initial  Subservicer,  which
monthly fee accrues at the rate per annum specified as such in the Mortgage Loan
Schedule.

            "Principal   Balance  Certificates":  All  of the REMIC III  Regular
Certificates, excluding the Class [S] Certificates.

            "Principal  Distribution  Amount":  For any  Distribution  Date, the
aggregate of (i) the Current Principal Distribution Amount for such Distribution
Date,  and  (ii)  if  such  Distribution  Date  is  subsequent  to  the  initial
Distribution Date, the excess, if any, of the Principal  Distribution Amount for
the preceding  Distribution Date, over the aggregate  distributions of principal
made  on the  Principal  Balance  Certificates  in  respect  of  such  Principal
Distribution Amount on the preceding Distribution Date.

            "Principal  Prepayment":  With  respect to any  Mortgage  Loan,  any
payment of principal  made by the related  Borrower which is received in advance
of its scheduled Due Date and which is not  accompanied by an amount of interest
representing  the full amount of scheduled  interest due on any date or dates in
any month or months subsequent to the month of prepayment.

            "Privately Placed Certificates":  The Class [B-3] Certificates,  the
Class  [B-4]  Certificates,  the  Class  [B-5]  Certificates,  the  Class  [B-6]
Certificates,  the Class [B-7] Certificates,  the Class [B-8] Certificates,  the
Class [C] Certificates,  the Class [D] Certificates, the Class [E] Certificates,
the Class  [R-I]  Certificates,  the  Class  [R-II]  Certificates  and the Class
[R-III] Certificates.

            "Prospectus Supplement":  The Prospectus Supplement dated _________,
____, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates":  The Class [A-1A] Certificates, the
Class  [A-1B]  Certificates,   the  Class  [S]  Certificates,  the  Class  [A-2]
Certificates,  the Class [A-3] Certificates,  the Class [A-4] Certificates,  the
Class [B-1] Certificates and the Class [B-2] Certificates.

            "Qualified  Institutional Buyer": A qualified   institutional  buyer
within the meaning of Rule 144A.

            "Qualified Insurer" means, (i) with respect to any Mortgage Loan, an
insurance  company  duly  qualified as such under the laws of the state in which
the related Mortgaged Property is located,  duly authorized and licensed in such
state to transact the applicable  insurance  business and to write the insurance
provided, and that has a claim paying ability rating no lower than the higher of
(a) the rating specified in the related Mortgage Loan Documents, if any, and

                                       35
<PAGE>


(b) "__" by ____ (or,  if not so rated by ____,  then  ____ has  issued a Rating
Agency  Confirmation with respect to such insurer),  and "__" by _______ (or, if
not so rated by _______,  then no lower than "__" by ____ or "____" by A.M. Best
or otherwise approved by _______),  and (ii) with respect to the Servicer Errors
and Omissions  Insurance Policy or Servicer  Fidelity Bond an insurance  company
that has a claim paying ability rating of no lower than "__" by ____ (or, if not
so rated by ____, then ____ has issued a Rating Agency Confirmation with respect
to such insurer),  and "__" by _______ (or, if not so rated by _______,  then no
lower than "__" by ____ or "___" by A.M. Best or otherwise approved by _______),
or (iii) in either  case, a company not  satisfying  clause (i) or (ii) but with
respect to which Rating Agency Confirmation is obtained.

            "Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage"
within the meaning of Section  860G(a)(3) of the Code (but without regard to the
rule in  Treasury  Regulation  Section  1.860G-2(f)(2)  that  treats a defective
obligation as a qualified  mortgage),  or any  substantially  similar  successor
provision.

            "Qualified Environmental Consultant": An Independent Person, with at
least five years of relevant  experience,  who regularly conducts  environmental
audits for purchasers of commercial  properties located in the same general area
as the Mortgaged Property with respect to which the Special Servicer is ordering
such environmental assessment, as determined by the Special Servicer in a manner
consistent with the Servicing Standard.

            "Qualified  Substitute  Mortgage Loan": A mortgage loan  substituted
for a Deleted  Mortgage Loan pursuant to the terms of this Agreement which must,
on the date of such  substitution:  (i) have an outstanding  principal  balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of  substitution,  not in excess of the  Stated  Principal
Balance of the Deleted  Mortgage  Loan as of the Due Date in the calendar  month
during which the  substitution  occurs;  (ii) have a Mortgage Rate not less than
the Mortgage Rate of the Deleted  Mortgage Loan; (iii) have the same Due Date as
the Deleted Mortgage Loan; (iv) accrue interest on the same basis as the Deleted
Mortgage Loan (for example,  on the basis of a 360-day year consisting of twelve
30-day  months);  (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated  maturity of
the Deleted Mortgage Loan; (vi) have an original  Loan-to-Value Ratio not higher
than that of the Deleted  Mortgage  Loan and a current  Loan-to-Value  Ratio not
higher than the then-current  Loan-to-Value  Ratio of the Deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the  representations and
warranties  set  forth  in  the  applicable  Mortgage  Loan  Purchase  and  Sale
Agreement,  (viii)  have a Phase I  Environmental  Assessment  from a  Qualified
Environmental  Consultant  relating  to the  related  Mortgaged  Property in its
Master Servicer Mortgage File, which evidences that there is no material adverse
environmental  condition or circumstance at the related  Mortgaged  Property for
which further remedial action may be required under applicable law; (ix) have an
original  debt service  coverage  ratio not lower than the original debt service
coverage ratio of the Deleted Mortgage Loan and have a then current debt service
coverage  ratio not lower than the then current debt service  coverage  ratio of
the Deleted  Mortgage  Loan;  and (x) be determined by an Opinion of Counsel (at
the expense of the applicable Seller) to be a "qualified  replacement  mortgage"
within the  meaning of Section  860G(a)(4)  of the Code;  provided  that no such
mortgage loan may have a

                                       36
<PAGE>


maturity  date after the date three years prior to the Rated Final  Distribution
Date; and provided, further, that no such mortgage loan shall be substituted for
a  Deleted   Mortgage  Loan  unless  the  Trustee  has  received  Rating  Agency
Confirmation (the cost, if any, of obtaining such confirmation to be paid by the
applicable Seller) with respect to such substitution; and provided, further that
no such mortgage  loan shall be  substituted  for a Deleted  Mortgage Loan if it
would result in an Adverse REMIC Event in respect of REMIC I, REMIC II, or REMIC
III or an Adverse  Grantor  Trust  Event;  and  provided,  further  that no such
mortgage  loan  shall be  substituted  for a Deleted  Mortgage  Loan  unless the
Controlling Class Representative shall have approved of such substitution in its
reasonable  discretion.  In the  event  that  one or  more  mortgage  loans  are
substituted for one or more Deleted Mortgage Loans,  then the amounts  described
in clause (i) shall be determined on the basis of aggregate  principal  balances
and the rates  described in clause (ii) above and the  remaining  term to stated
maturity  referred  to in clause  (v) above  shall be  determined  on a weighted
average basis.  Whenever a Qualified Substitute Mortgage Loan is substituted for
a Deleted  Mortgage Loan pursuant to this Agreement,  the Seller  effecting such
substitution shall certify that such Mortgage Loan meets all of the requirements
of this definition and shall send such certification to the Trustee.

            "Rated Final Distribution Date":  The Distribution Date in _________
______.

            "Rating Agency": Each of ____ and _______.  References herein to the
highest  long-term  senior  unsecured debt rating category of each Rating Agency
shall mean  "____"  with  respect to ____ and "____"  with  respect to  _______.
References  herein  to the  highest  short-term  senior  unsecured  debt  rating
category of each Rating Agency shall mean "____" with respect to ____ and "____"
with respect to _______.

            "Rating  Agency  Confirmation":  With  respect to any matter,  where
required under this Agreement,  a written  confirmation  from each Rating Agency
that a proposed action, failure to act, or other event specified herein will not
in and of itself  result  in such  Rating  Agency's  withdrawal,  downgrade,  or
qualification of the  then-current  rating assigned to any Class of Certificates
then rated by such Rating  Agency  (the  placing of a Class of  Certificates  on
"watch" status shall be considered a "qualification" of a rating).

            "Real Property":  Land or improvements  thereon such as buildings or
other  inherently  permanent  structures  (including  items that are  structural
components of such buildings or structures), in each such case as such terms are
used in the REMIC Provisions.

            "Realized Loss": (x) With respect to each defaulted Mortgage Loan as
to which a Final  Recovery  Determination  has been made, or with respect to any
REO Mortgage Loan as to which a Final Recovery Determination has been made as to
the related REO Property, an amount (not less than zero) equal to (i) the unpaid
principal balance of such Mortgage Loan (or, in the case of an REO Property, the
related REO Mortgage Loan) as of the  commencement  of the Collection  Period in
which the Final  Recovery  Determination  was made,  plus (ii) all  accrued  but
unpaid  interest on such Mortgage Loan (or, in the case of an REO Property,  the
related REO Mortgage Loan) at the related Mortgage Rate to but not including the
Due Date in the Collection Period in which the Final Recovery  Determination was
made, in any event determined  without taking into account the amounts described
in subclause (iv) of this sentence, plus (iii) any related

                                       37
<PAGE>


unreimbursed  Servicing Advances as of the commencement of the Collection Period
in which the  Final  Recovery  Determination  was  made,  together  with any new
related Servicing  Advances made during such Collection  Period,  minus (iv) all
related  Liquidation  Proceeds  (net of any related  Liquidation  Expenses  paid
therefrom); (y) with respect to any Mortgage Loan as to which any portion of the
outstanding  principal  or accrued  interest  owed  thereunder  was  forgiven in
connection  with a  bankruptcy  or  similar  proceeding  involving  the  related
Borrower or a modification, waiver or amendment of such Mortgage Loan granted or
agreed to by the Master Servicer or Special  Servicer  pursuant to Section 3.28,
the amount of such  principal  or  interest  (other  than  Default  Interest  or
Deferred Interest) so forgiven;  and (z) with respect to any Mortgage Loan as to
which the Mortgage Rate thereon has been  permanently  reduced for any period in
connection  with a  bankruptcy  or  similar  proceeding  involving  the  related
Borrower or a modification, waiver or amendment of such Mortgage Loan granted or
agreed to by the Master Servicer or Special  Servicer  pursuant to Section 3.28,
the  amount  of  the  consequent  reduction  in the  interest  portion  of  each
successive Monthly Payment due thereon  (provided,  that each such Realized Loss
shall be deemed to have been incurred on the Due Date for each affected  Monthly
Payment).

            "Record  Date":  With respect to each  Distribution  Date,  the last
Business Day of the month  preceding the month in which such  Distribution  Date
occurs.

            "Regulation D":  Regulation D under the 1933 Act.

            "Related  Class of  Certificates"  and  "Related  REMIC  II  Regular
Interest":  For any Class of REMIC II Regular  Interest,  the  related  Class of
Certificates  set forth below and for any Class of Certificates  (other than the
Class [S], Class [E], Class [R-I], Class [R-II] or Class [R-III]  Certificates),
the related Class of REMIC II Regular Interests set forth below:

                                                   Related REMIC II
          Related Class of Certificates            Regular Interest

                    Class [A-1A]                   Class [A-1A]-II Interest
                    Class [A-1B]                   Class [A-1B]-II Interest
                    Class [A-2]                    Class [A-2]-II Interest
                    Class [A-3]                    Class [A-3]-II Interest
                    Class [A-4]                    Class [A-4]-II Interest
                    Class [B-1]                    Class [B-1]-II Interest
                    Class [B-2]                    Class [B-2]-II Interest
                    Class [B-3]                    Class [B-3]-II Interest
                    Class [B-4]                    Class [B-4]-II Interest
                    Class [B-5]                    Class [B-5]-II Interest
                    Class [B-6]                    Class [B-6]-II Interest
                    Class [B-7]                    Class [B-7]-II Interest
                    Class [B-8]                    Class [B-8]-II Interest
                    Class [C]                      Class [C]-II Interest
                    Class [D]                      Class [D]-II Interest


                                       38
<PAGE>


            "REMIC":  A  "real  estate mortgage  investment  conduit" within the
meaning of Section 860D of the Code.

            "REMIC I": The segregated  pool of assets included in the Trust Fund
created  hereby and to be  administered  hereunder,  consisting  of the Mortgage
Loans,  as from time to time are subject to this  Agreement,  the Mortgage Files
relating  thereto,  all  proceeds  of and  payments  under such  Mortgage  Loans
(excluding  Deferred  Interest) received after the Cut-off Date, such amounts in
respect  thereof as shall from time to time be held in the  Collection  Account,
the Distribution  Account,  the Interest Reserve Account, the Excess Liquidation
Proceeds Account,  the Special Reserve Account and the REO Account,  and any REO
Properties  acquired in respect of any Mortgage Loan, for which a REMIC election
is to be made pursuant to Section 10.1 hereof.  Pursuant to Treasury  Regulation
Section  1.860D-1(b)(2)(ii),  the  Transferable  Servicing  Interest  is  not an
interest in REMIC I.

            "REMIC I  Interests":   Collectively,  the REMIC I Regular Interests
and the Class [R-I] Certificates.

            "REMIC I Regular  Interest":  With  respect  to each  Mortgage  Loan
(including,  without  limitation,  each REO Mortgage  Loan,  but  excluding  any
Deferred Interest),  the separate  uncertificated  interest in REMIC I issued in
respect of such Mortgage Loan hereunder and  designated as a "regular  interest"
in REMIC I. Each REMIC I Regular  Interest  shall  represent  a right to receive
interest at the related REMIC I Remittance Rate and  distributions of principal,
subject to the terms and conditions  hereof, in an aggregate amount equal to its
initial  Uncertificated  Principal Balance (which shall equal the initial Stated
Principal  Balance of the related  Mortgage  Loan as of the Cut-off  Date).  The
designation  for each REMIC I Regular  Interest shall be the loan number for the
related  Mortgage Loan set forth in the Mortgage Loan Schedule as of the Closing
Date. If a Qualified  Substitute  Mortgage Loan or Loans are substituted for any
Deleted  Mortgage Loan, the REMIC I Regular Interest that related to the Deleted
Mortgage Loan shall  thereafter  relate to such  Qualified  Substitute  Mortgage
Loan(s).

            "REMIC I  Remittance  Rate":  With  respect  to any  REMIC I Regular
Interest for any  Distribution  Date, a rate per annum equal to the Net Mortgage
Rate for the related Mortgage Loan (including without limitation an REO Mortgage
Loan);  provided,  that for purposes of calculating  the REMIC I Remittance Rate
for any REMIC I Regular Interest, the Net Mortgage Rate for the related Mortgage
Loan will be determined  without regard to any post-Closing  Date  modification,
waiver or amendment of the terms of such Mortgage  Loan;  and provided  further,
that for purposes of  calculating  the REMIC I Remittance  Rate,  if the related
Mortgage  Loan  is an  Interest  Reserve  Loan,  the Net  Mortgage  Rate of such
Interest  Reserve  Loan will be  adjusted  to an  annual  rate  equal to:  (a) a
fraction,  expressed as a  percentage,  the  numerator  of which is,  subject to
adjustment as described below, 12 times the amount of interest that accrued (or,
in the absence of any applicable voluntary or involuntary prepayment, would have
accrued)  with  respect to such  Interest  Reserve Loan on an  Actual/360  Basis
during the  related  Interest  Accrual  Period,  based on its  Stated  Principal
Balance immediately preceding such Distribution Date and its Mortgage Rate as in
effect on the Cut-off Date, and the denominator of which is the Stated Principal
Balance of the Interest  Reserve  Loan  immediately  prior to such  Distribution
Date,  minus (b) the related Master Servicing Fee Rate and the Trustee Fee Rate.
Notwithstanding the

                                       39
<PAGE>


foregoing, if such Distribution Date occurs during January (except during a leap
year) or February,  then, in the case of any particular  Interest  Reserve Loan,
the numerator of the fraction described in clause (a) above will be decreased by
any Interest  Reserve Amount with respect to that Interest  Reserve Loan that is
transferred  from the Collection  Account to the Interest Reserve Account during
that month. Furthermore, if such Distribution Date occurs during March, then, in
the case of any particular  Interest Reserve Loan, the numerator of the fraction
described in clause (a) above will be increased by any Interest  Reserve Amounts
with  respect  to such  Interest  Reserve  Loan  that are  transferred  from the
Interest Reserve Account to the  Distribution  Account during that month. If any
Mortgage Loan included in the Trust Fund as of the Closing Date is replaced by a
Qualified Substitute Mortgage Loan or Loans, the REMIC I Remittance Rate for the
related REMIC I Regular  Interest  shall still be calculated in accordance  with
the preceding  sentence based on the Net Mortgage Rate for the Deleted  Mortgage
Loan.

            "REMIC II": The segregated pool of assets  consisting of the REMIC I
Regular Interests and all distributions  thereon conveyed to the Trustee for the
benefit  of REMIC  II and for  which a  separate  REMIC  election  is to be made
pursuant to Section 10.1 hereof.

            "REMIC II Distribution Amount":  As defined in Section 4.1(d).

            "REMIC II Interests":  Collectively, the REMIC II Regular  Interests
and the Class [R-II] Certificates.

            "REMIC II Regular Interest":  Any of the 15 separate  uncertificated
beneficial  interests in REMIC II issued  hereunder and designated as a "regular
interest" in REMIC II. Each REMIC II Regular Interest shall represent a right to
receive  interest at the related REMIC II Remittance Rate in effect from time to
time and shall be entitled to distributions  of principal,  subject to the terms
and   conditions   hereof,   in  an  aggregate   amount  equal  to  its  initial
Uncertificated  Principal  Balance  as set  forth in the  Preliminary  Statement
hereto.  The designations for the respective REMIC II Regular  Interests are set
forth in the Preliminary Statement hereto.

            "REMIC II  Remittance  Rate":  With respect to each REMIC II Regular
Interest,  a rate per annum equal to the  Weighted  Average  REMIC I  Remittance
Rate.

            "REMIC III Certificate":  Any Certificate,  other than a Class [R-I]
or Class [R-II] Certificate.

            "REMIC  III  Regular  Certificate": Any REMIC III Certificate, other
than a Class [R-III] Certificate.

            "REMIC Pool": Each of the three segregated pools of assets designat-
ed as a REMIC pursuant to Section 10.1 hereof.

            "REMIC  Provisions":  Provisions  of  the  federal  income  tax  law
relating to real estate mortgage  investment  conduits,  which appear at Section
860A  through  860G of  Subchapter  M of  Chapter  1 of the  Code,  and  related
provisions, and regulations (including any proposed

                                       40
<PAGE>


regulations that, by virtue of their proposed  effective date could apply to the
REMIC Pools) and rulings  promulgated  thereunder,  as the  foregoing  may be in
effect from time to time.

            "Remittance  Date":  The  Business  Day  preceding each Distribution
Date.

            "Rents from Real Property":  With respect to any REO Property, gross
income of the character  described in Section 856(d) of the Code,  which income,
subject to the terms and  conditions  of that Section of the Code in its present
form, does not include:

            (i)   except  as provided in Section  856(d)(4)  or (6) of the Code,
any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the
income of profits  derived by any Person from such property  (unless such amount
is a fixed  percentage  or  percentages  of  receipts  or  sales  and  otherwise
constitutes Rents from Real Property);

            (ii)  any amount received or accrued,  directly or indirectly,  from
any  Person  if the  Trust  Fund  owns  directly  or  indirectly  (including  by
attribution) a 10% or greater  interest in such Person  determined in accordance
with Sections 856(d)(2)(B) and (d)(5) of the Code;

            (iii) any amount received or accrued,  directly or indirectly,  with
respect to such REO Property if any Person Directly Operates such REO Property;

            (iv)  any  amount  charged  for  services  that are not  customarily
furnished in connection with the rental of property to tenants in buildings of a
similar  class in the same  geographic  market as such REO  Property  within the
meaning  of  Treasury  Regulation  Section  1.856-4(b)(1)  (whether  or not such
charges are separately stated); and

            (v)   rent  attributable  to personal  property unless such personal
property is leased under, or in connection  with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15% of
the total rent received or accrued under, or in connection with, the lease.

            "REO Account":  As defined in Section 3.17(b).

            "REO Grace Period":  As defined in Section 3.17(a).

            "REO  Mortgage  Loan":  Any Mortgage  Loan as to which the related
Mortgaged Property has become an REO Property.

            "REO Proceeds": With respect to any REO Property and the related REO
Mortgage Loan, all revenues received by the Master Servicer with respect to such
REO Property or REO Mortgage Loan that do not constitute Liquidation Proceeds.

            "REO  Property":  A  Mortgaged  Property  title  to  which  has been
acquired by the Master Servicer on behalf of the Trust Fund through foreclosure,
deed in lieu of foreclosure or otherwise.

                                       41
<PAGE>



            "Repurchase  Price":  With  respect  to  any  Mortgage  Loan  to  be
repurchased,  or any Deleted Mortgage Loan to be replaced by the substitution of
one or more Qualified Substitute Mortgage Loans, pursuant to Section 2.3, or any
Specially  Serviced  Mortgage Loan, or the REO Mortgage Loan relating to any REO
Property,  to be sold or  repurchased  pursuant  to  Section  3.18,  an  amount,
calculated by the Master Servicer equal to:

            (i)   the unpaid principal balance of such Mortgage Loan (or, in the
case of any REO Property,  the related REO Mortgage Loan) (after  application of
all principal  payments  (including  prepayments)  collected and other principal
amounts  recovered  on such  Mortgage  Loan)  as of the date of  receipt  of the
Repurchase  Price or the date of  substitution,  as the case may be,  hereunder;
plus

            (ii)  unpaid  interest accrued on such Mortgage Loan or REO Mortgage
Loan, as  applicable,  at the related  Mortgage Rate (after  application  of all
interest payments  collected and other amounts recovered (and applied to accrued
interest)  on such  Mortgage  Loan) to, but not  including,  the Due Date in the
Collection Period during which the applicable  purchase or substitution  occurs,
excluding any Deferred Interest accrued on such Mortgage Loan; plus

            (iii) any  unreimbursed  Servicing Advances,  all accrued and unpaid
interest on Advances  (including  P&I Advances) at the Advance Rate,  any unpaid
Servicing  Compensation  (other  than Master  Servicing  Fees) and any unpaid or
unreimbursed  expenses of the Trust Fund  allocable to such Mortgage Loan or REO
Mortgage Loan, as applicable,  as of the date of receipt of the Repurchase Price
or the date of substitution, as the case may be, hereunder; plus

            (iv) in the event that such Mortgage Loan or REO Mortgage   Loan, as
applicable, is required to be  repurchased  or replaced pursuant to Section 2.3,
expenses reasonably  incurred  or to be  incurred  by the Master  Servicer,  the
Special Servicer or the Trustee in respect of the breach or  defect giving  rise
to the repurchase or replacement obligation,  including any expenses arising out
of the enforcement of the repurchase or replacement obligation.

            "Request for Release": A request for release signed  by a  Servicing
Officer, substantially in the form of Exhibit E hereto.

            "Required  Appraisal  Loan":  Any Mortgage Loan  (including  without
limitation  any REO Mortgage  Loan) as to which an Appraisal  Event has occurred
and is continuing.

            "Reserve  Accounts":  With respect to any Mortgage Loan,  reserve or
escrow  accounts,  if any,  established  pursuant to the related  Mortgage  Loan
Documents  and any Escrow  Account.  Each Reserve  Account  shall be an Eligible
Account  except  to the  extent  precluded  by  applicable  law and the  related
Mortgage Loan Documents.  Any Reserve  Account shall be  beneficially  owned for
federal  income  tax  purposes  by the  Person who is  entitled  to receive  the
reinvestment income or gain thereon in accordance with the related Mortgage Loan
Documents and Section 3.7.

            "Residual Certificate": A Class [R-I], Class [R-II] or Class [R-III]
Certificate.

                                       42
<PAGE>



            "Responsible  Officer":  When used with respect to the Trustee,  the
President, the Treasurer, the Secretary, any Vice President, any Assistance Vice
President,  any Trust Officer,  any Assistant  Secretary or any other officer of
the Trustee customarily  performing  functions similar to those performed by any
of the above  designated  officers  and  having  direct  responsibility  for the
administration  of this  Agreement.  When used with  respect to any  Certificate
Registrar (other than the Trustee), any officer or assistant officer thereof.

            "Restricted  Servicer  Reports":  Each of the Watch List Report, the
Operating  Statement  Analysis  Report,  the NOI  Adjustment  Worksheet  and the
Comparative  Financial  Status  Report,  as each of such  terms  are used in the
definition of "CMSA SIP".

            "Revised  Interest  Rate":  Any  increased  Mortgage  Rate after a
Hyper-Amortization Date.

            "Rule 144A":  Rule 144A, under the 1933 Act.

            "Scheduled Final  Distribution  Date":  With respect to any Class of
Certificates,  the Distribution Date on which the aggregate  Certificate Balance
or aggregate  Notional Amount, as the case may be, of such Class of Certificates
would be reduced to zero based on the Prepayment  Assumption.  Such Distribution
Date shall in each case be as follows:

                                                              Scheduled Final
Class Designation                                            Distribution Date

Class [A-1A]                                                    __________
Class [A-1B]                                                    __________
Class [A-2]                                                     __________
Class [A-3]                                                     __________
Class [A-4]                                                     __________
Class [B-1]                                                     __________
Class [B-2]                                                     __________
Class [B-3]                                                     __________
Class [B-4]                                                     __________
Class [B-5]                                                     __________
Class [B-6]                                                     __________
Class [B-7]                                                     __________
Class [B-8]                                                     __________
Class [C]                                                       __________
Class [D]                                                       __________
Class [S]                                                       __________

The Class [E], Class [R-I],  Class [R-II] and Class [R-III]  Certificates do not
have a Scheduled Final Distribution Date.


                                       43
<PAGE>


            "Securities  Depository":  The  Depository  Trust  Company,  or  any
successor  Securities  Depository  hereafter  named.  The nominee of the initial
Securities  Depository,  for purposes of registering those Certificates that are
to be Book-Entry Certificates,  is Cede & Co. The Securities Depository shall at
all times be a  "clearing  corporation"  as defined in Section  8-102(3)  of the
Uniform  Commercial  Code of the  State  of New  York  and a  "clearing  agency"
registered pursuant to the provisions of Section 17A of the 1934 Act.

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

            "Securities  Legend":  With respect to each Residual Certificate and
any  Individual  Certificate  (other  than a  Residual  Certificate)  that  is a
Privately Placed  Certificate the legend set forth in, and  substantially in the
form of, Exhibit G hereto.

            "Seller":  With  respect  to the Midland  Loans,  Midland;  and with
respect to the _______ Loans, _______.

            "Senior  Certificates":   The  Class [A-1A],  Class [A-1B] and Class
[S] Certificates.

            "Servicer  Remittance  Report":  A  report  prepared  by the  Master
Servicer  in such media and in CMSA  format as may be agreed  upon by the Master
Servicer and the Trustee  containing  such  information  regarding  the Mortgage
Loans as will permit the  Trustee to  calculate  the  amounts to be  distributed
pursuant to Section 4.3 and to furnish statements to Certificateholders pursuant
to Section 4.4 and containing such additional information as the Master Servicer
and the Trustee may from time to time agree.

            "Servicing  Advance":  As to any Mortgage  Loan, any advance made by
the Master  Servicer  or the Trustee in respect of costs and  expenses  incurred
pursuant to Section 3.9,  Section 3.10,  Section 3.17,  Section 3.23 and Section
3.28 or any  expenses  incurred to protect and  preserve  the  security for such
Mortgage  Loan or taxes and  assessments  or  insurance  premiums,  pursuant  to
Section  3.4,  Section 3.8 or Section  3.22,  as  applicable,  or any other item
designated as such hereunder.

            "Servicing  Compensation":  With respect to each Mortgage  Loan, the
Master  Servicing  Fee and the Special  Servicing  Fee which shall be due to the
Master  Servicer  and the  Special  Servicer,  as  applicable,  and  such  other
compensation  of the Master Servicer and Special  Servicer  specified in Section
3.12, as adjusted pursuant to Section 3.25.

            "Servicing Officer":  Any officer or employee of the Master Servicer
or the Special Servicer involved in, or responsible for, the  administration and
servicing of the Mortgage  Loans or this  Agreement and also,  with respect to a
particular  matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Servicing Officer, such
an officer  whose name and  specimen  signature  appears on a list of  servicing
officers furnished to

                                       44
<PAGE>


the Trustee by the Master Servicer or the Special  Servicer,  as applicable,  as
such list may from time to time be amended.

            "Servicing  Standard":  The  standards for the conduct of the Master
Servicer  and the  Special  Servicer  in the  performance  of  their  respective
obligations under this Agreement as set forth in Section 3.1(a).

            "Similar Law":  As defined in Section 5.2(i).

            "Single Purpose Entity": Any Person, other than an individual, whose
organizational  documents provide that: (1) such Person is formed solely for the
purpose of owning and holding  United States  Treasury  obligations  required or
permitted to be pledged in lieu of prepayment in accordance  with the defeasance
provisions of one or more Mortgage Loan as provided in Section 3.28(d); (2) such
Person (a) does not engage in any business  unrelated  to such  property and the
financing thereof,  (b) does not have any assets other than those related to its
interest  in the  United  States  Treasury  obligations  pledged  as  defeasance
collateral,  (c)  maintains its own books,  records and  accounts,  in each case
which are separate  and apart from the books,  records and accounts of any other
person,  (d)  conducts  business in its own name and uses  separate  stationary,
invoices and checks,  (e) does not guarantee or assume the debts or  obligations
of any other  person,  (f) does not  commingle its assets or funds with those of
any other  person,  (g) transacts  business  with  affiliates on an arm's length
basis  pursuant to written  agreements and (h) holds itself out as being a legal
entity,  separate and apart from any other Person; (3) such documents may not be
amended with respect to the Single  Purpose Entity  requirements  while it holds
any of the  defeasance  collateral;  and (4) any  dissolution  or  winding up or
insolvency filing for such entity requires the unanimous consent of all partners
or members, as applicable.

            "Special  Reserve  Account":  As  defined  in each of the  Midland
Mortgage  Loan  Purchase  Agreement  and the _______  Mortgage  Loan  Purchase
Agreement.

            "Special   Servicer":   ________________________,   a   __________
corporation,  or its successor in interest,  or any successor Special Servicer
appointed as herein provided.

            "Special  Servicing  Fee":  With respect to any  Specially  Serviced
Mortgage Loan or REO Mortgage Loan and for any Distribution  Date, an amount per
calendar month equal to the product of (i) one-twelfth of the Special  Servicing
Fee Rate and  (ii) the  Stated  Principal  Balance  of such  Specially  Serviced
Mortgage  Loan or REO Mortgage  Loan, as  applicable,  as of the Due Date in the
month preceding the month in which such Distribution Date occurs.

            "Special Servicing Fee Rate":  A rate equal to ____%.

            "Specially  Serviced Mortgage Loan":  Subject to Section 3.24, any
Mortgage Loan with respect to which:

                                       45
<PAGE>


            (i)   the  related  Borrower is 60 or more days delinquent  (without
giving effect to any grace period  permitted by the related Note) in the payment
of a Monthly  Payment or other  obligation  (regardless  of whether,  in respect
thereof, P&I Advances have been reimbursed);

            (ii)  such   Borrower  has  expressed  to  the  Master  Servicer  an
inability to pay or a hardship in paying such Mortgage  Loan in accordance  with
its terms;

            (iii) the  Master  Servicer or the  Special  Servicer  has  received
notice that such Borrower has become the subject of any  bankruptcy,  insolvency
or similar  proceeding,  admitted in writing the  inability  to pay its debts as
they come due or made an assignment for the benefit of creditors;

            (iv)   the  Master  Servicer has received notice of a foreclosure or
threatened foreclosure of any lien on the related Mortgaged Property;

            (v)   a  default,  of  which  the  Master  Servicer  or the  Special
Servicer has notice  (other than a failure by such  Borrower to pay principal or
interest)  and which in the  judgment  of the  Master  Servicer  or the  Special
Servicer,  as applicable,  materially and adversely affects the interests of the
Certificateholders,  has  occurred and remained  unremedied  for the  applicable
grace  period  specified  in such  Mortgage  Loan  (or,  if no grace  period  is
specified,  60 days);  provided,  however,  that a default requiring a Servicing
Advance shall be deemed to materially and adversely  affect the interests of the
Certificateholders;

            (vi)  such Borrower has failed to make a Balloon Payment as and when
due (except in the case where the Master Servicer and the Special Servicer agree
in writing that such  Mortgage  Loan is likely to be paid in full within 30 days
after such default); or

            (vii)  the Master Servicer proposes to commence foreclosure or other
workout arrangements.

            A Mortgage Loan will cease to be a Specially Serviced Mortgage Loan:

                  (a) with respect to the circumstances  described in clause (i)
and (vi) above, when the related Borrower has brought such Mortgage Loan current
(with  respect to the  circumstances  described in clause (vi),  pursuant to any
workout   implemented  by  the  Special  Servicer)  and  thereafter  made  three
consecutive full and timely Monthly Payments;

                  (b)  with  respect to the  circumstances  described in clauses
(ii) and (iv) above,  when such  circumstances  cease to exist in the good faith
judgment  of the  Special  Servicer,  and  with  respect  to  the  circumstances
described in clauses (iii) and (vii), when such circumstances cease to exist; or

                  (c) with respect to the circumstances  described in clause (v)
above, when such default is cured;  provided,  however, in each case that at the
time no  circumstance  identified in clauses (i) through (vii) above exists that
would cause the  Mortgage  Loan to continue to be  characterized  as a Specially
Serviced Mortgage Loan.

                                       46
<PAGE>



            "Startup Day":  The day designated as such pursuant to Section 10.1
(c).

            "Stated  Maturity Date":  With respect to any Mortgage Loan, the Due
Date on which the last payment of  principal is due and payable  under the terms
of the related Mortgage Note as in effect on the Closing Date, without regard to
any change in or  modification  of such terms in connection with a bankruptcy or
similar proceeding  involving the related Borrower or a modification,  waiver or
amendment of such Mortgage  Loan granted or agreed to by the Master  Servicer or
Special Servicer pursuant to Section 3.28.

            "Stated Principal  Balance":  As of any date of determination,  with
respect to any Mortgage  Loan  (including  without  limitation  any REO Mortgage
Loan), an amount equal to (a) the unpaid principal balance of such Mortgage Loan
as of the Cut-off Date (or, in the case of a Qualified Substitute Mortgage Loan,
as of the related date of  substitution),  after application of all payments due
on or before such date, whether or not received, reduced on a permanent basis on
each subsequent  Distribution Date (to not less than zero) by (b) the sum of (i)
all  payments (or P&I  Advances in lieu  thereof) of, and all other  collections
allocated  as provided in Section 1.2 to,  principal  of or with respect to such
Mortgage Loan that are (or, if they had not been applied to cover any Additional
Trust Fund Expense,  would have been) distributed to  Certificateholders on such
Distribution  Date, and (ii) the principal portion of any Realized Loss incurred
in respect of such Mortgage Loan during the related Collection Period;  provided
that, notwithstanding the foregoing, if a Liquidation Event occurs in respect of
such Mortgage  Loan (or any related REO  Property),  then the "Stated  Principal
Balance" of such Mortgage Loan shall be zero  commencing as of the  Distribution
Date in the Collection Period next following the Collection Period in which such
Liquidation Event occurred.

            "Subordinate  Certificates":  Any one or more  of the  Class  [A-2],
Class [A-3],  Class [A-4],  Class [B-1],  Class [B-2], Class [B-3], Class [B-4],
Class [B-5],  Class [B-6],  Class  [B-7],  Class [B-8],  Class [C] and Class [D]
Certificates.

            "Sub-Servicer":  Any person  with which the Master  Servicer  or the
Special Servicer has entered into a Sub-Servicing Agreement, which shall include
any Initial Sub-Servicer.

            "Sub-Servicing  Agreement":  The written contract between the Master
Servicer or the Special Servicer and any Sub-Servicer  relating to servicing and
administration of Mortgage Loans as provided in Section 3.2, which shall include
any sub-servicing agreement with an Initial Sub-Servicer.

            "Substitution Shortfall Amount": In connection with the substitution
of one or more  Qualified  Substitute  Mortgage  Loans  for one or more  Deleted
Mortgage Loans,  the amount,  if any, by which the Repurchase Price or aggregate
Repurchase  Price, as the case may be, for such Deleted  Mortgage  Loan(s) as of
the date of  substitution  exceeds  the Stated  Principal  Balance or  aggregate
Stated  Principal  Balance,  as the case may be,  of such  Qualified  Substitute
Mortgage Loan(s) as of the date of substitution.


                                       47
<PAGE>


            "Tax Returns":  The federal income tax return on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income Tax Return,  including Schedule Q
thereto,  Quarterly Notice to Residual  Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each of
REMIC I, REMIC II and REMIC III under the REMIC  Provisions,  together  with any
and all  other  information,  reports  or  returns  that may be  required  to be
furnished  to the  Certificateholders  or  filed  with  the  IRS  or  any  other
governmental taxing authority under any applicable provisions of federal,  state
or local tax laws.

            "Termination Date":  The Distribution Date on which  the  Trust Fund
is terminated pursuant to Section 9.1.

            "Third  Party  Loan":  Any of the _______  Loans  identified  on the
mortgage loan schedule attached to the _______ Mortgage Loan Purchase  Agreement
as having been originated by the Third Party Originator.

            "Third Party Originator":  _________________,  a ______________, its
successors and assigns.

            "Third Party Originator  Agreement":  Each agreement between _______
and the Third Party Originator pertaining to the Third Party Loans identified on
Annex A.1 to the _______ Mortgage Loan Purchase Agreement.

            "Transfer":  Any  direct  or  indirect  transfer  or  other  form of
assignment  of any  Ownership  Interest in a Class [R-I],  Class [R-II] or Class
[R-III] Certificate.

            "Transferable  Servicing  Interest":  Subject  to  reduction  by the
Trustee  pursuant to Section  3.12(a),  the amount by which the Master Servicing
Fees otherwise  payable to the Master Servicer  hereunder  exceed the sum of (i)
the Primary  Servicing  Fees and (ii) the amount of such Master  Servicing  Fees
calculated using the Minimum Master Servicing Fee Rate.

            "Transferee Affidavit":  As defined in Section 5.2(j)(ii).

            "Transferor Letter":  As defined in Section 5.2(j)(ii).

            "Trust  Fund":  The  corpus of the trust  created  hereby  and to be
administered  hereunder,  consisting of: (i) such Mortgage Loans as from time to
time are subject to this  Agreement,  together with the Mortgage  Files relating
thereto;  (ii) all payments on or  collections in respect of such Mortgage Loans
due after the Cut-off  Date, or in the case of a Qualified  Substitute  Mortgage
Loan, after the date of substitution;  (iii) any REO Property; (iv) all revenues
received  in respect of REO  Property;  (v) the Master  Servicer's,  the Special
Servicer's and the Trustee's rights under the insurance policies with respect to
such Mortgage Loans required to be maintained pursuant to this Agreement and any
proceeds  thereof;  (vi) the Trustee's  right,  title and interest in and to the
Reserve Accounts,  the Collection Account, the Grantor Trust Collection Account,
the Distribution  Account, the Grantor Trust Distribution  Account, the Interest
Reserve Account,  the Excess Liquidation  Proceeds Account,  any Special Reserve
Accounts and the REO Account;  (vii) the rights and remedies of Depositor  under
each Mortgage Loan Purchase

                                       48
<PAGE>


Agreement  (other than the right to  recovery or payment of certain  transaction
expenses,  including certain estimated expenses,  to the extent provided in each
such Mortgage Loan Purchase  Agreement and the right to receive  indemnification
payments under the Indemnification Certificate required of the applicable Seller
under each such Mortgage Loan Purchase Agreement) and all rights and remedies of
_______ under each Third Party  Originator  Agreement to the extent  assigned to
the  Depositor  under the _______  Mortgage  Loan  Purchase  Agreement  (but not
including any rights of _______ to indemnification or contribution under Section
__ of the  ________________________  dated as of __________,____  from the Third
Party Originator, which is one of the Third Party Originator Agreements); (viii)
the Cash  Deposit;  (ix) the REMIC I Regular  Interests and the REMIC II Regular
Interests; and (x) the proceeds of any of the foregoing (other than any interest
earned on deposits in any Reserve  Account,  to the extent such interest belongs
to the related Borrower).

            "Trustee":  ______________________,  in its capacity as trustee,  or
its  successor  in  interest,    or any  successor  trustee  appointed as herein
provided.

            "Trustee  Fee":  With  respect  to each  Mortgage  Loan  and for any
Distribution  Date,  the  Trustee's  Fee shall accrue (on the basis of a 360-day
year consisting of twelve 30 day months) during each calendar month,  commencing
with _____________, at the Trustee's Fee Rate on a principal amount equal to the
Stated  Principal  Balance  of such  Mortgage  Loan  immediately  following  the
Distribution Date in such calendar month (or, in the case of _____________, on a
principal  amount equal to the Cut-off Date Balance of the  particular  Mortgage
Loan). The Trustee Fee shall be paid out of the Collection Account by the Master
Servicer on or before each Remittance Date.

            "Trustee Fee Rate":  A rate equal to ______% per annum.

            "Trustee  Mortgage  File":  With respect to any Mortgage  Loan,  the
documents  listed in Section  2.1(i)  through (xvi)  pertaining to such Mortgage
Loan,  the  documents  listed  in the third  paragraph  of  Section  2.1 and any
additional  documents  required to be deposited with the Trustee pursuant to the
express provisions of this Agreement;  provided that whenever the term "Mortgage
File" is used to refer to  documents  actually  received  by the Trustee or by a
Custodian on its behalf such term shall not be deemed to include such  documents
and  instruments  required to be included  therein  unless they are  actually so
received.

            "Uncertificated  Accrued  Interest":  With  respect  to any class of
uncertificated  REMIC I Regular  Interests or REMIC II Regular Interests for any
Distribution Date, the product of the  Uncertificated  Principal Balance of such
class as of the close of the preceding Distribution Date (or, in the case of the
first  Distribution  Date,  as of  the  Closing  Date)  and  one-twelfth  of the
applicable   REMIC  I  Remittance   Rate  or  REMIC  II  Remittance   Rate.  The
Uncertificated  Accrued  Interest  in  respect  of each class of REMIC I Regular
Interests and REMIC II Regular  Interests shall accrue on the basis of a 360-day
year consisting of twelve 30-day months.

            "Uncertificated Distributable Interest": With respect to any REMIC I
Regular  Interest or REMIC II Regular  Interest for any  Distribution  Date,  an
amount  equal to: (a) the  Uncertificated  Accrued  Interest  in respect of such
REMIC I Regular Interest or REMIC II

                                       49
<PAGE>


Regular Interest,  as the case may be, for such Distribution  Date;  reduced (to
not less than zero) by (b) the portion of any Net Aggregate  Prepayment Interest
Shortfall for such  Distribution Date allocated to such REMIC I Regular Interest
or REMIC II  Regular  Interest,  as the case may be,  as set  forth  below;  and
increased by (c) any  Uncertificated  Distributable  Interest in respect of such
REMIC I Regular Interest or REMIC II Regular  Interest,  as the case may be, for
the  immediately  preceding  Distribution  Date that was not deemed  paid on the
immediately  preceding  Distribution  Date  pursuant  to Section  4.1 or 4.2, as
applicable,  together with one month's  interest  (calculated  on the basis of a
360-day year  consisting of twelve 30-day months) on such unpaid  Uncertificated
Distributable  Interest at the related REMIC I Remittance  Rate for such REMIC I
Regular  Interest for the current  Distribution  Date or at the related Adjusted
REMIC II  Remittance  Rate for such REMIC II Regular  Interest  for the  current
Distribution  Date (or,  insofar  as the unpaid  portion of such  Uncertificated
Distributable  Interest  relates  to the  relevant  Class  [S]  Portion,  at the
weighted  average of the respective  Adjusted REMIC II Remittance  Rates for all
the REMIC II Regular Interests for the current  Distribution  Date,  weighted on
the basis of their  respective  Uncertificated  Principal  Balances  immediately
prior to the current  Distribution Date). The Net Aggregate  Prepayment Interest
Shortfall for any Distribution Date shall be allocated: (i) among the respective
REMIC I Regular Interests, pro rata in accordance with the respective amounts of
Uncertificated Accrued Interest with respect thereto for such Distribution Date;
and (ii) among the respective REMIC II Regular Interests, pro rata in accordance
with the  respective  amounts of  Uncertificated  Accrued  Interest with respect
thereto for such Distribution Date.

            "Uncertificated  Principal  Balance":  The  principal  amount of any
REMIC I Regular Interest or REMIC II Regular Interest outstanding as of any date
of determination.  As of the Closing Date, the Uncertificated  Principal Balance
of each  REMIC I Regular  Interest  shall  equal the  initial  Stated  Principal
Balance  of  the  related  Mortgage  Loan.  On  each   Distribution   Date,  the
Uncertificated  Principal  Balance  of each  REMIC I Regular  Interest  shall be
reduced by all  distributions  of principal  deemed to have been made thereon on
such  Distribution  Date  pursuant  to  Section  4.1 and,  if and to the  extent
appropriate,  shall be further reduced on such  Distribution Date as provided in
Section 4.6. As of the Closing Date,  the  Uncertificated  Principal  Balance of
each  REMIC  II  Regular  Interest  shall  equal  the  amount  set  forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution  Date, the  Uncertificated  Principal Balance of each REMIC II
Regular  Interest shall be reduced by all  distributions  of principal deemed to
have been made thereon on such Distribution Date pursuant to Section 4.2 and, if
and to the extent  appropriate,  shall be further  reduced on such  Distribution
Date as provided in Section 4.6.

            "Underwriting Agreement":  The Underwriting Agreement dated _______,
____ among the Depositor,  _______________________, ________________________ and
____________________, as underwriters.

            "Unrestricted Servicer Reports":  Each of the Delinquent Loan Status
Report,  the Historical Loan Modification  Report,  the Historical Loss Estimate
Report,  the REO Status Report, the Loan Periodic Update File, the Property File
and the Loan Set-Up File,  as each of such terms are used in the  definition  of
"CMSA SIP".


                                       50
<PAGE>


            "Unscheduled  Payments":  With  respect  to a  Mortgage  Loan  and a
Collection Period, all Liquidation Proceeds and Insurance Proceeds payable under
such  Mortgage  Loan,  the  Repurchase  Price  of  such  Mortgage  Loan if it is
repurchased  or purchased  pursuant to Sections  2.3 and the price  specified in
Section 9.1 if such Mortgage Loan is purchased or repurchased  pursuant thereto,
draws on any letters of credit issued with respect to such Mortgage Loan and any
other  payments  under or with respect to such Mortgage Loan not scheduled to be
made,  including  Principal  Prepayments  (but  excluding  Prepayment  Premiums)
received during such Collection Period.

            "Updated  Appraisal":  With respect to any Mortgage Loan, (i) a fair
market value appraisal of the related Mortgaged Property or REO Property from an
independent  appraiser  who  is a  member  of  the  Appraisal  Institute,  which
appraisal  shall be conducted in  accordance  with MAI standards by an appraiser
with  at  least 5 years  experience  in the  related  property  type  and in the
jurisdiction  where the property is located or (ii) if the  Mortgage  Loan has a
then outstanding principal balance equal to or less than $______________, at the
Special  Servicer's  option,  an internal  property  valuation  performed by the
Special  Servicer in  accordance  with the  servicing  standard set forth herein
(provided  that in the case of an internal  valuation  "market  value"  shall be
determined in accordance with 12 C.F.R. ss.  225.62(g)),  in each case conducted
subsequent to any appraisal performed on or prior to the Cut-off Date.

            "Voting Rights":  The voting rights to which the  Certificateholders
are entitled hereunder. At all times during the term of this Agreement,  ___% of
the  Voting  Rights  shall  be  allocated  among  the  Holders  of  the  various
outstanding  Classes of Principal  Balance  Certificates  in  proportion  to the
respective  aggregate  Certificate Balances of their Certificates and __% of the
Voting  Rights shall be allocated to the Holders of the Class [S]  Certificates.
Voting  Rights  allocated  to a Class of  Certificateholders  shall be allocated
among such  Certificateholders in proportion to the Percentage Interests in such
Class evidenced by their respective Certificates.  The existence of an Appraisal
Reduction shall have no effect on the  determination of the Voting Rights of any
Class of Certificates.

            "Weighted  Average  REMIC I Remittance  Rate":  With respect to each
Distribution  Date, the weighted average of the REMIC I Remittance Rates for the
REMIC  I  Regular   Interests,   weighted   on  the  basis  of  the   respective
Uncertificated  Principal  Balances of the REMIC I Regular  Interests  as of the
close of business  on the  preceding  Distribution  Date (or, in the case of the
first Distribution Date, as of the Closing Date).

            "Workout Fee":  As defined in Section 3.12(b).

            "1933 Act":  The  Securities  Act of 1933, as it may be amended from
time to time.

            "1934 Act":  The   Securities  Exchange  Act of  1934,  as it may be
amended from time to time.


                                       51
<PAGE>

     SECTION 1.2.      Certain Calculations.

            Unless otherwise  specified herein,  the following  provisions shall
apply:

     (a) All calculations of interest (excluding interest on the Mortgage Loans,
which  shall be  calculated  pursuant to the related  Mortgage  Loan  Documents)
provided for herein shall be made on the basis of a 360-day year  consisting  of
twelve 30-day months.

     (b) The portion of any Insurance Proceeds, Liquidation Proceeds, Repurchase
Price,  Substitution  Shortfall  Amounts  or Net REO  Proceeds  in  respect of a
Mortgage Loan  allocable to principal and  Prepayment  Premiums  shall equal the
total amount of such proceeds minus (a) first,  any portion  thereof  payable to
the Master Servicer as Master  Servicing Fees or the Trustee as Trustee Fees, to
the Trustee or Master Servicer as reimbursment of Servicing  Advances and to the
Trustee,  the Master  Servicer  or the  Special  Servicer  as  reimbursement  of
Liquidation  Expenses  pursuant  to the  provisions  of this  Agreement  and (b)
second, any portion thereof equal to interest on the unpaid principal balance of
such  Mortgage  Loan at the  related Net  Mortgage  Rate from the Due Date as to
which interest was last paid by the related Borrower up to but not including the
Due  Date  in the  Collection  Period  in  which  such  proceeds  are  received.
Allocation of such amount between principal and Prepayment Premium shall be made
first to principal and second to Prepayment Premium.

     (c) Any  Mortgage  Loan  payment is deemed to be  received on the date such
payment is  actually  received by the Master  Servicer or the Special  Servicer;
provided,  however,  that  for  purposes  of  calculating  distributions  on the
Certificates,  partial  Principal  Prepayments with respect to any Mortgage Loan
are  deemed to be  received  on the date they are  applied  in  accordance  with
Section 3.1(b) to reduce the outstanding principal balance of such Mortgage Loan
on which interest accrues.

     SECTION 1.3.      Certain Constructions.

     (a) As  used  herein  and in any  certificate  or  other  document  made or
delivered  pursuant hereto or thereto,  accounting  terms not defined in Section
1.1  shall  have the  respective  meanings  given to them  under  United  States
generally accepted accounting principles or regulatory accounting principles, as
applicable.

     (b) The words  "hereof,"  "herein"  and  "hereunder,"  and words of similar
import when used in this Agreement, shall refer to this agreement as a whole and
not to any particular  provision of this Agreement,  and references to Sections,
Schedules and Exhibits  contained in this  Agreement are references to Sections,
Schedules and Exhibits in or to this Agreement unless otherwise specified.

     (c) Whenever a term is defined herein, the definition ascribed to such term
shall be equally  applicable  to both the singular and plural forms of such term
and to masculine, feminine and neuter genders of such term.

                                       52
<PAGE>


     (d) This Agreement is the result of arm's-length  negotiations  between the
parties and has been  reviewed by each party hereto and its counsel.  Each party
agrees that any ambiguity in this Agreement shall not be interpreted against the
party  drafting the particular  clause which is in question  solely by reason of
their having drafted such provision.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES
                        ---------------------------------


     SECTION 2.1.      Conveyance and Assignment of Mortgage Loans.

            The Depositor,  concurrently with the execution and delivery hereof,
does hereby  establish a trust,  appoint the Trustee to serve as trustee of such
trust and sell,  transfer,  assign, set over and otherwise convey to the Trustee
without recourse (except to the extent herein provided) all the right, title and
interest of the Depositor in and to the Mortgage Loans,  including all rights to
payments  in  respect  thereof,  except as set  forth  below,  and any  security
interest  thereunder  (whether in real or personal property and whether tangible
or intangible) in favor of the Depositor, and all Reserve Accounts and all other
assets  included  or to be  included  in the Trust  Fund for the  benefit of the
Certificateholders. Such transfer and assignment includes all scheduled payments
of interest and  principal  due after the Cut-off Date (whether or not received)
and all  payments of interest  and  principal  received by the  Depositor or the
Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date,
other than any such payments of interest or principal which were due on or prior
to the Cut-off  Date. In  connection  with such  transfer and  assignment of all
interest and principal due with respect to the Mortgage  Loans after the Cut-off
Date, the Depositor  shall make a cash deposit to the Collection  Account on the
Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently
with the execution and delivery hereof, does also hereby sell, transfer, assign,
set over and otherwise  convey to the Trustee  without  recourse  (except to the
extent provided  herein) all the right,  title and interest of the Depositor in,
to and under the  Mortgage  Loan  Purchase  Agreements  (other than the right to
recovery or payment of certain transaction expenses, including certain estimated
expenses,  to the extent provided in each such Mortgage Loan Purchase  Agreement
and  the  right  to  receive   certain   indemnification   payments   under  the
Indemnification  Certificate  required of the applicable  Seller under each such
Mortgage Loan Purchase  Agreement)  and all rights and remedies of _______ under
the Third Party  Originator  Agreements to the extent  assigned to the Depositor
under the _______ Mortgage Loan Purchase Agreement (but not including any rights
of  _______  to   indemnification  or  contribution  under  Section  __  of  the
_________________  dated as of __________,____  from the Third Party Originator,
which is one of the Third Party  Originator  Agreements).  The  Depositor  shall
cause the  Reserve  Accounts  to be  transferred  to and held in the name of the
Master Servicer on behalf of the Trustee.

            In connection  with the transfer and assignment of its right,  title
and interest in the Mortgage  Loans,  the Depositor  does hereby deliver to, and
deposit with, the Custodian on behalf of the Trustee,  with a copy to the Master
Servicer,  the  following  documents  or  instruments  with respect to each such
Mortgage Loan:


                                       53
<PAGE>


     (i) the original of the related Note,  endorsed by the applicable Seller in
blank in the  following  form:  "Pay to the order of  ________________,  without
recourse"  which the Trustee or its designee is authorized to complete and which
Note and all  endorsements  thereof shall show a complete  chain of  endorsement
from the Originator to the applicable  Seller, or in the case of a missing Note,
a lost note affidavit and indemnity in favor of the  Depositor,  the Trustee and
its successors and assigns;

     (ii)  (A)  the  related  original  recorded  Mortgage,  or a  copy  thereof
reflecting  recordation,  or a  copy  thereof  certified  by the  related  title
insurance company, public recording office, closing agent or Seller to be in the
form in which  submitted  for  recording,  together  with each related  original
recorded  Assignment of Mortgage which,  together with other such Assignments of
Mortgage,  shows a complete chain of assignment of the related Mortgage from the
applicable  Originator to the applicable  Seller,  or a copy thereof  reflecting
recordation, or a copy thereof certified by the related title insurance company,
public  recording  office,  closing  agent or  Seller to be in the form in which
submitted  for  recording  and (B) the related  original  Assignment of Mortgage
executed by the applicable  Seller in blank which the Trustee or its designee is
authorized  to complete  (and but for the  insertion of the name of the assignee
and  any  related  recording  information  which  is not  yet  available  to the
applicable  Seller,  is in suitable form for recordation in the  jurisdiction in
which the related Mortgaged Property is located);

     (iii) if the related security agreement is separate from the Mortgage,  the
original security agreement or a copy thereof,  and if the security agreement is
not assigned under the  Assignments of Mortgage  described in clause (ii) above,
the related  original  assignment of such security  agreement to the  applicable
Seller or a copy thereof and an original  assignment of such security  agreement
executed by the applicable  Seller in blank which the Trustee or its designee is
authorized to complete;

     (iv) (A) the  acknowledgement  copy of each Form UCC-1 financing  statement
(file stamped to show the filing or recording  thereof in the applicable  public
filing or recording office),  if any, filed or recorded with respect to personal
property or fixtures constituting a part of the related Mortgaged Property, or a
copy thereof in the form submitted for filing or recording, together with a copy
of each Form  UCC-2 or UCC-3  assignment  (file  stamped  to show the  filing or
recording thereof in the applicable public filing or recording office),  if any,
filed or recorded with respect to such financing statement which,  together with
other such  assignments,  shows a complete chain of assignment of such financing
statement from the applicable  Originator to the  applicable  Seller,  or a copy
thereof in the form  submitted for filing or recording,  and (B) each Form UCC-2
or  UCC-3  assignment,  if any,  of such  financing  statement  executed  by the
applicable  Seller in blank which the Trustee or its designee is  authorized  to
complete  (and but for the insertion of the name of the assignee and any related
filing or recording  information  which is not yet  available to the  applicable
Seller,  is in suitable  form for filing or recording in the filing or recording
office in which such financing statement was filed or recorded);

     (v) the related  original of the Loan Agreement,  if any,  relating to such
Mortgage Loan or a copy thereof;

                                       54
<PAGE>

     (vi) the related original  lender's title insurance policy (or the original
pro forma or specimen title insurance policy or the original marked, redated and
recertified  commitment for lender's title insurance  policy issued with respect
to the related Mortgage for the purpose of closing), or a copy thereof, together
with any  endorsements  or riders thereto that were issued with or subsequent to
the issuance of such policy;

     (vii) if any related  Assignment  of Leases,  Rents and Profits is separate
from the Mortgage,  (A) the original  recorded  Assignment of Leases,  Rents and
Profits, or a copy thereof reflecting  recordation,  or a copy thereof certified
by the related title insurance company,  public recording office,  closing agent
or Seller to be in the form in which submitted for recording, together with each
related  original  recorded  reassignment  of such  instrument,  if any,  which,
together with other such reassignments,  shows a complete chain of assignment of
such instrument from the applicable  Originator to the applicable  Seller,  or a
copy thereof reflecting recordation,  or a copy thereof certified by the related
title insurance company,  public recording office, closing agent or Seller to be
in the form in which  submitted  for  recording,  and (B) the  related  original
reassignment of such instrument,  if any,  executed by the applicable  Seller in
blank which the Trustee or its designee is  authorized  to complete (and but for
the insertion of the name of the assignee and any related recording  information
which is not yet  available to the  applicable  Seller,  is in suitable form for
recordation  in the  jurisdiction  in which the  related  Mortgaged  Property is
located)  (any of which  reassignments,  however,  may be  included in a related
Assignment of Mortgage and need not be a separate instrument);

     (viii) the  original or a  counterpart  of each  environmental  warranty or
indemnity  agreement,  if any,  with  respect  to  such  Mortgage  Loan  and any
Environmental Insurance Policy or Group Environmental Insurance Policy;

     (ix) if any related  assignment of contracts is separate from the Mortgage,
the original assignment of contracts or a copy thereof, and if the assignment of
contracts is not assigned under the Assignments of Mortgage  described in clause
(ii) above,  the original  reassignment  of such  instrument  to the  applicable
Seller  or a copy  thereof  and an  original  reassignment  of  such  instrument
executed by the applicable  Seller in blank which the Trustee or its designee is
authorized to complete;

     (x) with  respect to the related  Reserve  Accounts,  if any, a copy of the
original of any  separate  agreement  with respect  thereto  between the related
Borrower and the Originator (and, if the Seller is not the Originator,  together
with an assignment of the agreement to the Seller);

     (xi) the original of any other  written  agreement,  instrument or document
securing such Mortgage Loan,  including,  without  limitation,  originals of any
guaranties  with respect to such Mortgage Loan or the original letter of credit,
if any,  with respect  thereto,  together with any and all  amendments  thereto,
including,  without limitation, any amendment which entitles the Master Servicer
to draw upon such  letter of credit on behalf of the  Trustee for the benefit of
the  Certificateholders,  and the original of each  instrument  or other item of
personal property given as security for a Mortgage Loan possession of which by a
secured party is necessary to a secured party's valid, perfected, first priority
security interest therein,

                                       55
<PAGE>


together with all assignments or endorsements  thereof  necessary to entitle the
Master Servicer to enforce a valid, perfected,  first priority security interest
therein on behalf of the Trustee for the benefit of the Certificateholders;

     (xii)  with  respect  to the  related  Reserve  Accounts,  if any,  (A) the
acknowledgement  copy of each Form UCC-1  financing  statement  (file stamped to
show the filing thereof in the applicable  public filing office),  if any, filed
with  respect to the  security  interest of the  applicable  Originator  in such
Reserve Accounts and all funds contained therein,  or a copy thereof in the form
submitted  for  filing,  together  with a copy  of  each  Form  UCC-2  or  UCC-3
assignment  (file stamped to show the filing  thereof in the  applicable  public
filing office),  if any, filed with respect to such financing  statement,  which
assignment,  together with all other such assignments, shows a complete chain of
assignment of such financing  statement  from the  applicable  Originator to the
applicable  Seller, or a copy thereof in the form submitted for filing,  and (B)
each  Form  UCC-2 or  UCC-3  assignment,  if any,  of such  financing  statement
executed by the applicable  Seller in blank which the Trustee or its designee is
authorized  to complete  (and but for the  insertion of the name of the assignee
and any related filing  information which is not yet available to the applicable
Seller is in  suitable  form for  filing  in the  filing  office  in which  such
financing statement was filed);

     (xiii)  the  original  or a  copy  of  each  assumption,  consolidation  or
substitution  agreement,  if any,  with  evidence of  recording  thereon,  where
appropriate (or a copy thereof certified by the related title insurance company,
public  recording  office,  closing  agent or  Seller to be in the form in which
executed or submitted for recording);

     (xiv)  a copy of each  ground  lease,  as  amended,  if any,  of all or any
portion of the related Mortgaged Property;

     (xv) a copy of the power of  attorney in favor of the Master  Servicer  and
the Trustee  described in Section ____ of the applicable  Mortgage Loan Purchase
Agreement,  and, if any document or instrument  described  above is signed by an
attorney in fact or similar  agent on behalf of the related  Borrower or another
party, the original of the applicable power of attorney or a copy thereof; and

     (xvi)  originals  or copies of any and all  amendments,  modifications  and
supplements to, and waivers related to, any of the foregoing;

provided, however, that if there exists with respect to any Cross-Collateralized
Group only one original of any document  described in clauses  (i)-(xvi) of this
paragraph   which   pertains   to  all   of   the   Mortgage   Loans   in   such
Cross-Collateralized  Group,  the  inclusion of the original of such document in
the Trustee  Mortgage File for any of such Mortgage Loans and the inclusion of a
copy of such  original  in each of the  Trustee  Mortgage  Files  for the  other
Mortgage Loans in such Cross-Collateralized  Group shall be deemed the inclusion
of such original in the Trustee Mortgage File for each such Mortgage Loan.

     On or promptly following the Closing Date, the Master Servicer shall at the
expense of the Sellers,  to the extent possession  thereof has been delivered to
it, complete any

                                       56
<PAGE>


Assignment of Mortgage  delivered in blank pursuant to clause (ii)(B) above, any
assignment  of security  agreement  delivered in blank  pursuant to clause (iii)
above, any Form UCC-2 or UCC-3 assignment  delivered in blank pursuant to clause
(iv)(B) or (xii)(B) above, any  reassignment of Assignment of Leases,  Rents and
Profits   delivered  in  blank  pursuant  to  clause   (vii)(B)  above  and  any
reassignment  of assignment of contracts  delivered in blank  pursuant to clause
(ix) above,  in each case, by inserting:  "____________________,  as trustee for
the  Certificateholders  of PNC Mortgage  Acceptance Corp.,  Commercial Mortgage
Pass-Through  Certificates,  Series _________" as assignee and shall deliver (1)
for recordation,  (a) each Assignment of Mortgage  referred to in clause (ii)(B)
above which has not yet been submitted for recordation and (b) each reassignment
of Assignment of Leases,  Rents and Profits referred to in clause (vii)(B) above
(if not otherwise  included in the related Assignment of Mortgage) which has not
yet been submitted for recordation; and (2) for filing or recordation, each Form
UCC-2 or UCC-3  financing  statement  assignment  referred to in clause (iv)B or
(xii)B above which has not yet been submitted for filing or  recordation.  On or
promptly following the Closing Date (but in no event more than 45 days after the
Closing Date),  the Trustee or Custodian,  as applicable,  shall,  to the extent
possession  thereof has been delivered to it,  complete the  endorsement of each
Note by inserting: "____________________,  as trustee for the Certificateholders
of PNC Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates,
Series _________" as endorsee. The Master Servicer shall, upon receipt, promptly
submit (or cause a third party  contractor to promptly  submit) for recording or
filing,  as the case may be,  in the  appropriate  public  recording  or  filing
office,  each such  document  (other  than the  Notes)  delivered  to the Master
Servicer for such  purpose at the expense of the  applicable  Seller;  provided,
however,  that the applicable  Seller may assume direct  responsibility  for the
filing or recordation  of such document (and the  supervision of any third party
contractor with respect thereto) pursuant to the terms of its agreement with the
Master  Servicer.  In the event that any such  document  which is required to be
recorded or filed is not delivered by or on behalf of the  applicable  Seller in
proper form for  recording  or filing in the  appropriate  public  recording  or
filling office or is lost or returned unrecorded or unfiled because of an actual
or purported  defect therein,  the Master Servicer shall use its best efforts to
promptly  prepare (or cause the  applicable  Seller or a  qualified  third party
contractor  to promptly  prepare) a  substitute  document  for  signature by the
Depositor or the applicable  Seller,  as  applicable,  and thereafter the Master
Servicer  (or such  third  party)  shall  cause  each such  document  to be duly
recorded or filed at the expense of the applicable  Seller.  The Master Servicer
shall,  promptly  upon  receipt of the  original of each such  recorded or filed
document,  deliver such original to the Custodian.  Notwithstanding  anything to
the contrary  contained in this Section 2.1, in those instances where the public
recording office retains the original  Assignment of Mortgage or reassignment of
Assignment of Leases, Rents and Profits, if applicable,  after any such document
has been recorded, the obligations hereunder of the Depositor shall be deemed to
have been satisfied upon delivery to the Custodian of a copy of such  Assignment
of Mortgage or reassignment of Assignment of Leases, Rents and Profits certified
by the public  recording  office to be a true and complete  copy of the recorded
original thereof. If a pro forma or specimen title insurance policy or a marked,
redated and recertified  commitment for lender's title insurance policy has been
delivered to the Custodian in lieu of an original title  insurance  policy,  the
Depositor or the Master  Servicer  will  promptly  deliver to the  Custodian the
related original title insurance policy upon receipt thereof. Under the terms of
the Mortgage Loan Purchase Agreements, each Seller is required to make inquiries
of the  applicable  recording  offices 90 days after the Closing  Date as to the
status of any of the above documents

                                       57
<PAGE>


referred  to in clauses  (ii) and (vii)  above for which the  original  recorded
document (or a copy evidencing  recordation  thereof) has not been returned from
the  recording  office and to report the results of its inquiry to the  Trustee.
Promptly  upon receipt of such report,  the Trustee  shall forward the report to
the  Master   Servicer,   the  Special   Servicer  and  the  Controlling   Class
Representative.

            All original  documents relating to the Mortgage Loans to the extent
delivered by the Depositor which are not delivered to the Trustee or a Custodian
on its behalf shall be held by the Master Servicer in trust, upon the conditions
herein set forth, for the benefit of the  Certificateholders.  In the event that
any such original  document or a copy thereof is required  pursuant to the terms
of this Section to be a part of a Trustee  Mortgage File, such document shall be
delivered promptly to the Custodian.

     SECTION 2.2.      Acceptance by the Custodian and the Trustee.

            By its  execution  and  delivery of this  Agreement,  subject to the
other provisions of this Section 2.2, the Trustee acknowledges the assignment to
it of the  Mortgage  Loans in good faith  without  notice of adverse  claims and
declares that it, either directly or through the Custodian, on its behalf, holds
and will hold such  documents and all others  delivered to it  constituting  the
Trustee  Mortgage  File (to the extent the  documents  constituting  the Trustee
Mortgage File are actually  delivered to it or the  Custodian)  for any Mortgage
Loan assigned to the Trustee  hereunder in trust, upon the conditions herein set
forth,  for the use and benefit of all  present  and future  Certificateholders.
Subject to Section 3.21,  the Trustee or the Custodian  shall hold any letter of
credit  included in the Mortgage  Files in a custodial  capacity  only and shall
have no obligation to maintain, extend the term of, enforce, or otherwise pursue
any rights  under such letter of credit.  Upon  execution  and  delivery of this
Agreement, the Trustee or the Custodian shall examine the Trustee Mortgage Files
in the  possession of either of them,  and shall deliver to the  Depositor,  the
Master Servicer,  the Special Servicer,  the applicable Seller and the Placement
Agents a  certification  in the Form of Exhibit B-2 to the effect that:  (A) all
documents  pursuant to clause (i) of the second  paragraph of Section 2.1 are in
the possession of one of them for each Mortgage Loan listed on the Mortgage Loan
Schedule,  (B)  such  documents  have  been  reviewed  by it and  have  not been
materially  mutilated,  damaged,  defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan (including  whether the original
principal  balance for each Note  conforms to that listed on the  Mortgage  Loan
Schedule for the related  Mortgage Loan), and (C) each Note has been endorsed as
provided  in  clause  (i)  of  the  second   paragraph  of  Section  2.1,  which
certification  shall be subject to any exceptions  noted on any exception report
prepared by the Trustee or the Custodian, as applicable,  and included with such
certification.  The Trustee or the Custodian shall review each Trustee  Mortgage
File  within 45 days  after the later of (a) the  Trustee's  or the  Custodian's
receipt of such  Trustee  Mortgage  File or (b)  execution  and delivery of this
Agreement,  to ascertain  that all documents  referred to in clauses (i),  (ii),
(iv), (vi) and (vii), and, to the extent such items are delivered to the Trustee
or the  Custodian,  clauses  (viii),  (xi) and (xiv) of the second  paragraph of
Section 2.1 above to be  included in a Trustee  Mortgage  File  (including  such
documents as are to be recorded or filed in a public  recording or filing office
as provided  in the third  paragraph  of Section 2.1 above) have been  received,
have been  executed,  have been  endorsed or  assigned  to the extent  required,
appear on their face to be what they  purport to be,  purport to be  recorded or
filed (as

                                       58
<PAGE>


applicable)  and have not been torn,  mutilated or otherwise  defaced,  and that
such  documents  relate to the Mortgage  Loans  identified  in the Mortgage Loan
Schedule.  In so doing,  the Trustee and the Custodian may rely on the purported
due  execution  and  genuineness  of any  such  document  and  on the  purported
genuineness of any signature thereon.  If, at the conclusion of such review, any
document or documents  constituting  a part of a Trustee  Mortgage File have not
been  executed  or  received,  have not been  endorsed or assigned to the extent
required, have not been recorded or filed (if applicable),  are unrelated to the
Mortgage Loans  identified in the Mortgage Loan  Schedule,  appear on their face
not to be what they  purport to be or have been  torn,  mutilated  or  otherwise
defaced, the Trustee or the Custodian,  as applicable,  shall promptly so notify
the Depositor,  the Controlling Class  Representative,  the Placement Agents and
the  applicable  Seller  (with a copy to the  Master  Servicer  and the  Special
Servicer) by providing a written  report,  substantially  in the form of Exhibit
B-3  attached  hereto,  setting  forth,  for each  affected  Mortgage  Loan,  in
sufficient detail, the nature of the defective or missing document.  Neither the
Trustee nor the Custodian  shall be responsible  for any loss,  cost,  damage or
expense to the Trust Fund  resulting  from any failure to receive  any  document
constituting  a  portion  of a  Trustee  Mortgage  File  noted on such a report.
Neither the Master  Servicer nor the Special  Servicer shall be responsible  for
any loss,  cost,  damage or expense to the Trust Fund resulting from any failure
to receive  any  document  constituting  a portion of a Trustee  Mortgage  File,
subject to their respective obligations under Section 2.3(g) below.

            In reviewing  any Trustee  Mortgage  File  pursuant to the preceding
paragraph  or  Section  2.1,  the  Trustee  and  the  Custodian   will  have  no
responsibility  to determine  whether any  document or opinion is legal,  valid,
effective,  genuine, binding or enforceable or sufficient or appropriate for the
intended  purpose or that they are other  than what they  purport to be on their
face,  whether  the  text of any  assignment  or  endorsement  is in  proper  or
recordable form (except, if applicable,  to determine whether the Trustee is the
assignee or endorsee), whether any document has been recorded in accordance with
the requirements of any applicable jurisdiction, whether a blanket assignment is
permitted in any applicable  jurisdiction,  or whether any Person  executing any
document  or  rendering  any  opinion  is  authorized  to do so or  whether  any
signature thereon is genuine.

            The Trustee  shall hold that portion of the Trust Fund  delivered to
the  Trustee  consisting  of  "instruments"  (as such term is defined in Section
9-105 of the  Uniform  Commercial  Code as in  effect in  Minnesota  on the date
hereof) in Minnesota and,  except (i) as set forth in Section 3.11, (ii) for the
purpose of  performing  its  obligations  pursuant  to Section  2.1, or (iii) as
otherwise  specifically  provided  in this  Agreement,  shall  not  remove  such
instruments  from Minnesota  unless it receives an Opinion of Counsel  (obtained
and  delivered  at the  expense of the  Person  requesting  the  removal of such
instruments from Minnesota) that in the event the transfer of the Mortgage Loans
to the Trustee is deemed not to be a sale, after such removal,  the Trustee will
possess a first priority perfected security interest in such instruments.

     SECTION  2.3.   Seller's Repurchase of Mortgage Loans for Document Defaults
and Breaches of Representations and Warranties.

     (a) Upon discovery by the Depositor,  the Custodian,  the Master  Servicer,
the  Special  Servicer  or the  Trustee  of a breach  of any  representation  or
warranty of Midland under

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the  Midland  Mortgage  Loan  Purchase  Agreement  or _______  under the _______
Mortgage Loan Purchase  Agreement with respect to any Mortgage Loan, or that any
document  required to be included in the Trustee Mortgage File with respect to a
Mortgage Loan is missing or does not conform to the  requirements  of the second
paragraph of Section 2.1,  such Person shall give prompt  notice  thereof to the
applicable Seller, the Master Servicer,  the Special Servicer,  the Trustee, the
Controlling Class Representative,  the Placement Agents and the Rating Agencies,
and such Seller shall (to the extent such Seller is so obligated under the terms
of the applicable  Mortgage Loan Purchase Agreement) either (i) cure such breach
or defect, (ii) substitute a Qualified  Substitute Mortgage Loan for the related
Deleted  Mortgage  Loan  and  deposit  a cash  amount  equal  to the  applicable
Substitution Shortfall Amount into the Collection Account,  subject to the terms
of the applicable Mortgage Loan Purchase Agreement and this Agreement,  or (iii)
repurchase  such Mortgage Loan at the Repurchase  Price,  in any event within 90
days after the  discovery of such breach or defect (or after  notice  thereof is
received by the Seller,  if  permitted by the terms of the  applicable  Mortgage
Loan Purchase  Agreement),  as the same may be extended,  all pursuant to and as
more particularly  described in the applicable Mortgage Loan Purchase Agreement;
provided,  that, none of the Depositor,  the Custodian, the Master Servicer, the
Special Servicer and the Trustee has an obligation to conduct any  investigation
with respect to such matters (except, in the case of the Trustee Mortgage Files,
to the extent provided in Sections 2.1 and 2.2).

     (b) Upon receipt by the Master Servicer from the applicable Seller or Third
Party Originator,  as the case may be, of the Repurchase Price for a repurchased
Mortgage Loan,  the Master  Servicer shall deposit such amount in the Collection
Account,  and the Trustee,  pursuant to Section 3.11,  shall,  upon receipt of a
certificate  of a Servicing  Officer  certifying as to the receipt by the Master
Servicer of the Repurchase  Price and the deposit of the  Repurchase  Price into
the Collection  Account pursuant to this Section 2.3(b),  release or cause to be
released to the applicable Seller or Third Party Originator, as the case may be,
the related  Mortgage  File  (provided  that each of the  Custodian,  the Master
Servicer and the Special Servicer shall be responsible for releasing any portion
of such  Mortgage  File in its  possession)  and  shall,  at the  expense of the
applicable  Seller or Third Party  Originator,  as the case may be,  execute and
deliver  such  instruments  of  transfer  or  assignment,  in each case  without
recourse, representation or warranty, as shall be provided to it and as shall be
necessary to vest in the  applicable  Seller or Third Party  Originator,  as the
case may be, the legal and  beneficial  ownership of any Mortgage  Loan released
pursuant hereto,  and the Trustee,  the Custodian,  the Special Servicer and the
Master  Servicer  shall  have no  further  responsibility  with  regard  to such
Mortgage File or the related Mortgage Loan.

     (c) In  connection  with  any  substitution  by a  Seller  or  Third  Party
Originator,  as the case may be, of one or more  Qualified  Substitute  Mortgage
Loans for one or more Deleted Mortgage Loans pursuant to Section 2.3(a)(ii), the
Master  Servicer will determine the applicable  Substitution  Shortfall  Amount.
Upon receipt by the Master  Servicer from the  applicable  Seller or Third Party
Originator,  as the case may be, of the  Mortgage  File(s)  (including a Trustee
Mortgage File or Files which comply with Section 2.1) for the related  Qualified
Substitute  Mortgage Loan(s) and an amount equal to the applicable  Substitution
Shortfall  Amount,  the Master  Servicer  shall  deliver such  Trustee  Mortgage
File(s) to the Custodian and deposit such amount in the Collection Account,  and
the Trustee, pursuant to Section 3.11, shall, upon receipt

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of a  certificate  of a Servicing  Officer  certifying  as to the receipt of the
applicable  Substitution Shortfall Amount, the delivery of such Trustee Mortgage
File(s) to the Custodian and the deposit of the  Substitution  Shortfall  Amount
into the Collection Account pursuant to this Section 2.3(c), release or cause to
be released to the applicable Seller or Third Party Originator,  as the case may
be, the Mortgage File(s) of the Deleted Mortgage Loan(s)  (provided that each of
the Custodian, the Master Servicer and the Special Servicer shall be responsible
for releasing any portion of such Mortgage  File(s) in its  possession)  and, at
the expense of the applicable Seller or Third Party Originator,  as the case may
be, shall execute and deliver such  instruments  of transfer or  assignment,  in
each case without recourse,  representation or warranty, as shall be provided to
it and as shall be  necessary  to vest in the  applicable  Seller or Third Party
Originator,  as the case may be,  the legal  and  beneficial  ownership  of each
Deleted Mortgage Loan released pursuant hereto, and the Trustee,  the Custodian,
the  Special   Servicer   and  the  Master   Servicer   shall  have  no  further
responsibility  with regard to such  Deleted  Mortgage  Loan(s) or the  Mortgage
File(s) related thereto. No substitution may be made in any calendar month after
the  Determination  Date for such month.  Monthly  Payments  due with respect to
Qualified  Substitute  Mortgage  Loans after the related  date of  substitution,
shall be part of the Trust Fund.  Monthly Payments due with respect to Qualified
Substitute  Mortgage Loans on or prior to the related date of substitution shall
not be part of the Trust Fund and will be remitted by the Master Servicer to the
applicable  Seller  or Third  Party  Originator,  as the  case may be,  promptly
following receipt.

     (d) If, with respect to any Third Party Loan,  there exists a breach of any
of the related Third Party Originator's representations and warranties for which
such Third Party  Originator  could be  required,  under Third Party  Originator
Agreements,  to  repurchase  or replace  such Third  Party Loan with one or more
Qualified  Substitute  Mortgage Loans, the obligations of _______ and such Third
Party  Originator  with respect to the cure of such breach and the repurchase or
replacement  of such  Third  Party  Loan shall be as  described  in the  _______
Mortgage  Loan  Purchase  Agreement and the  applicable  Third Party  Originator
Agreement(s),  and the Master Servicer or the Special  Servicer,  as applicable,
shall use its best efforts  consistent  with the  Servicing  Standard to enforce
such  obligations  and  exercise  the rights of the  Trustee  under the  _______
Mortgage  Loan  Purchase  Agreement and the  applicable  Third Party  Originator
Agreement(s).

     (e) If the  Master  Servicer,  the  Special  Servicer  or the  Trustee  has
identified  on  ____________  one or more  conditions  that will  become  Filing
Defects  with  respect  to a  Mortgage  Loan  on  ____________  if  not  earlier
corrected,  such party shall, on ____________,  provide written  notification of
the  conditions  that could  become  Filing  Defects to the other  parties,  the
Controlling Class Representative and the applicable Seller. On ____________, the
Master Servicer shall, unless the Controlling Class  Representative  permits the
Master  Servicer  to  forebear  from taking  such  action,  exercise  the rights
afforded to the Master  Servicer  under the  applicable  Mortgage  Loan Purchase
Agreement to cause the applicable Seller to establish a Filing Reserve or Filing
Credit (each,  as defined in the  applicable  Mortgage Loan Purchase  Agreement)
with respect to each Mortgage Loan that has a Filing Defect. In furtherance, but
not in  limitation,  of the preceding  sentence,  (A) the Master  Servicer shall
establish  one or more  Special  Reserve  Accounts,  each of  which  shall be an
Eligible Account;  (B) the Master Servicer shall deposit any Filing Reserve into
the Special Reserve  Account(s)  within one Business Day after receipt;  and (C)
the Master Servicer shall administer each Special Reserve Account in


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accordance with the terms of the applicable Mortgage Loan Purchase Agreement. In
the event that the Master  Servicer is  entitled  to  withdraw  any funds from a
Special  Reserve  Account  or to draw upon a Filing  Credit  to cover  losses or
expenses  directly  incurred  by the Trust Fund as a result of a Filing  Defect,
then prior to making a Servicing  Advance or incurring an Additional  Trust Fund
Expense to cover such losses or expenses,  the Master Servicer shall deposit the
funds  withdrawn from the Special Reserve Account or received in connection with
a draw upon the Filing Credit, as the case may be, into the Collection  Account,
and such amounts  shall be deemed to be  "Liquidation  Proceeds" for purposes of
this Agreement and shall be applied to cover such loss or expense.

     (f) In  the  event  that  the  applicable  Seller  incurs  any  expense  in
connection  with curing a breach of a  representation  or  warranty  pursuant to
Section 2.3(a) which also constitutes a default under the related Mortgage Loan,
the applicable  Seller shall have a right,  and the  applicable  Seller shall be
subrogated  to the rights of the  Trustee,  as successor  to the  mortgagee,  to
recover  the  amount  of such  expenses  from the  related  Borrower,  provided,
however,  that the  Seller's  rights  pursuant to this  Section  2.3(f) shall be
junior,  subject  and  subordinate  to the  rights of the Trust  Fund to recover
amounts  owed by the related  Borrower  under the terms of such  Mortgage  Loan,
including,  without  limitation,  the rights to recover  unreimbursed  Advances,
accrued  and unpaid  interest  on  Advances  at the  Advance  Rate and unpaid or
unreimbursed  expenses of the Trust Fund  allocable to such Mortgage  Loan.  The
Master Servicer or Special Servicer, as applicable, shall use reasonable efforts
in  recovering,  or assisting the  applicable  Seller in  recovering,  from such
Borrower the amount of any such expenses.

     (g) The Master Servicer or the Special Servicer,  as applicable,  shall use
its best  efforts,  consistent  with the  Servicing  Standard,  to  enforce  the
obligations  of each Seller to cure,  substitute  for or repurchase any Mortgage
Loan which is  discovered  to be a  "Defective  Mortgage  Loan" (as such term is
defined in the applicable  Mortgage Loan Purchase  Agreement) under the terms of
the applicable Mortgage Loan Purchase Agreement and to otherwise  administer the
applicable  Mortgage Loan Purchase  Agreement in accordance  with its respective
terms.

     SECTION 2.4.   Representations and Warranties of the Depositor.

     (a) The  Depositor  hereby  represents  and warrants as of the Closing Date
that:

          (i) The Depositor is a corporation  duly organized  validly   existing
and in good standing under the laws of the State of Missouri;

          (ii) The Depositor has taken all  necessary  action  to  authorize the
execution,  delivery and  performance of this Agreement by it, and has the power
and  authority  to  execute,  deliver  and perform  this  Agreement  and all the
transactions  contemplated hereby,  including, but not limited to, the power and
authority  to sell,  assign and  transfer  its right,  title and interest in the
Mortgage Loans in accordance with this Agreement;


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<PAGE>


          (iii)   This Agreement has been duly and validly authorized,  executed
and delivered by the Depositor and assuming the due authorization, execution and
delivery of this Agreement by each other party hereto, this Agreement and all of
the  obligations  of the Depositor  hereunder  are the legal,  valid and binding
obligations of the Depositor,  enforceable in accordance  with the terms of this
Agreement, except as such enforcement may be limited by bankruptcy,  insolvency,
reorganization,  liquidation, receivership, moratorium or other laws relating to
or affecting  creditors'  rights generally,  or by general  principles of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law);

          (iv)  The execution and delivery of this Agreement and the performance
of its  obligations  hereunder  by the  Depositor  will  not  conflict  with any
provision of its articles of incorporation  or bylaws,  or any law or regulation
to which the Depositor is subject,  or conflict  with,  result in a breach of or
constitute a default  under (or an event which,  with notice or lapse of time or
both,  would  constitute  a  default  under)  any of the  terms,  conditions  or
provisions  of any  agreement or instrument to which the Depositor is a party or
by which it is bound,  or any state or federal  statute,  or any order or decree
applicable to the Depositor, or result in the creation or imposition of any lien
on any of the Depositor's  assets or property which,  with respect to any of the
above events, would materially and adversely affect the ability of the Depositor
to carry out its  obligations  under this  Agreement.  The  Depositor  is not in
default in any  material  respect  with  respect to any  agreement  to which the
Depositor is a party;

          (v) No consent,  approval,  authorization or order of, or registration
or  filing  with,  or  notice  to any  court or  governmental  agency or body is
required for the  execution,  delivery and  performance  by the Depositor of, or
compliance by the Depositor with, this Agreement, except (A) for those consents,
approvals, authorizations, orders, registrations or filings that previously have
been  obtained,  (B)  such as may be  required  under  the  blue sky laws of any
jurisdiction in connection with the purchase and sale of the Certificates by the
Placement  Agents,  and (C) any  recordation of the assignments of Mortgage Loan
documents  to the  Trustee  pursuant  to  Article  II,  which  has not yet  been
completed;

          (vi) The articles of incorporation of the Depositor  provides that the
Depositor  is  permitted  to engage  in only the  following  activities:

               (A)   To  acquire,  own,  hold,  sell,  transfer, assign, pledge,
finance,  refinance  and  otherwise  deal with (i) loans secured by (x) first or
second mortgages,  deeds of trust or similar liens on multi-family  residential,
commercial or mixed commercial and multi-family residential properties,  and (y)
related  assets,  and (ii) any  participation  interest in, security (in bond or
pass-through  form) or funding agreement based on, backed or collateralized  by,
directly or  indirectly,  any of the  foregoing  (the loans and  related  assets
described  in clause  (A)(i) and the  participation  interests,  securities  and
funding  agreements  described in clause (A)(ii),  collectively,  "Mortgage Loan
Assets");

               (B)   To  establish  and  fund  one  or more  trusts (the "Series
Trusts")  and to  authorize  such Series  Trusts to engage in one or more of the
activities   described  in  immediately   preceding  clause  (A)  and  to  issue
certificates  ("Securities")  in one or more  classes  pursuant  to pooling  and
servicing agreements (each, a "Pooling and Servicing Agreement"), with


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each class  having the  characteristics  specified  in the  related  Pooling and
Servicing  Agreement,  representing  ownership  interests in the  Mortgage  Loan
Assets;  (C) To acquire,  own, hold, invest in, offer, sell,  transfer,  assign,
pledge,  finance and deal in and with any  Securities  issued by a Series  Trust
established by the Depositor  pursuant to immediately  preceding clause (B); and
(D) To  engage in any other  acts and  activities  and to  exercise  any  powers
permitted  to  corporations  under the laws of the State of  Missouri  which are
incidental  to, or connected  with the  foregoing,  and  necessary,  suitable or
convenient to accomplish any of the foregoing; and

          (vii) There is no action,  suit or proceeding  pending or, to the best
knowledge of the Depositor,  threatened against the Depositor in any court or by
or  before  any  other  governmental  agency  or  instrumentality   which  would
materially  and  adversely  affect the ability of the Depositor to carry out its
obligations under this Agreement.

     (b) The  Depositor  hereby  represents  and  warrants  with respect to each
Mortgage Loan as of the Closing Date that:

          (i) Immediately prior to the transfer  and assignment  to the Trustee,
the related Note and the related  Mortgage  were not subject to an assignment or
pledge created by it or  attributable  to its  ownership;  and the Depositor had
full right to transfer and sell its right,  title and interest in such  Mortgage
Loan to the Trustee free and clear of any  encumbrance,  lien,  pledge,  charge,
claim or security  interest  encumbering  such  Mortgage  Loan  created by it or
attributable to its ownership;

          (ii)  Each  related  Assignment  of  Mortgage  in favor of the Trustee
constitutes the legal, valid and binding assignment of the related Mortgage from
the related Seller to the Trustee,  and each related  reassignment of Assignment
of Leases,  Rents and  Profits in favor of the  Trustee  constitutes  the legal,
valid and binding  assignment  of the related  Assignment  of Leases,  Rents and
Profits from the related Seller to the Trustee; and

          (iii)  No claims have  been  made  by the  Depositor under the related
lender's  title  insurance  policy,  and the  Depositor  has not done, by act or
omission,  anything  which  would  impair the  coverage of such  lender's  title
insurance policy.

     (c) It is understood and agreed that the representations and warranties set
forth in this  Section  2.4 shall  survive  delivery of the  respective  Trustee
Mortgage Files to the Trustee until the termination of this Agreement, and shall
inure to the benefit of the Certificateholders, the Trustee, the Master Servicer
and the Special Servicer.

     (d) In the event that any  litigation  is  commenced  which  alleges  facts
which, in the judgment of the Depositor, could constitute a breach of any of the
Depositor's  representations  and warranties relating to the Mortgage Loans, the
Depositor hereby reserves the right to conduct

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the defense of such litigation at its expense,  except to the extent such action
would materially and adversely affect the interests of the Certificateholders.

     SECTION  2.5.      Representations, Warranties and Covenants of the  Master
Servicer and the Special Servicer.

     (a) The Master Servicer hereby  represents,  warrants and covenants that as
of the Closing Date:

          (i)  The Master Servicer is a  corporation,  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
all licenses  necessary to carry on its business as now being conducted,  and is
in  compliance  with the laws of each state in which any  Mortgaged  Property is
located,  to the extent necessary to ensure the  enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;

          (ii)  The Master Servicer has the full corporate  power, authority and
legal right to execute and deliver this  Agreement  and to perform in accordance
herewith;  the execution and delivery of this  Agreement by the Master  Servicer
and its  performance  and  compliance  with the terms of this  Agreement  do not
violate  the  Master  Servicer's  certificate  of  incorporation  or  by-laws or
constitute a default (or an event which,  with notice or lapse of time, or both,
would  constitute a default)  under,  or result in the breach of, any  contract,
agreement or other  instrument to which the Master  Servicer is a party or which
may be applicable to the Master Servicer or any of its assets,  which default or
breach would have  consequences  that would  materially and adversely affect the
financial condition or operations of the Master Servicer or its properties taken
as a whole or impair the  ability  of the Trust Fund to realize on the  Mortgage
Loans;

          (iii)  This Agreement has been duly and validly  authorized,  executed
and delivered by the Master Servicer and, assuming due authorization,  execution
and delivery by the other parties hereto, constitutes a legal, valid and binding
obligation of the Master Servicer, enforceable against it in accordance with the
terms  of  this  Agreement,  except  as  such  enforcement  may  be  limited  by
bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or
other laws relating to or affecting  creditors' rights generally,  or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);

          (iv) The Master Servicer is not in violation of, and the execution and
delivery  of this  Agreement  by the Master  Servicer  and its  performance  and
compliance with the terms of this Agreement will not constitute a violation with
respect  to, any state or federal  statute,  any order or decree of any court or
any order or regulation of any federal,  state, municipal or governmental agency
having jurisdiction, or result in the creation or imposition of any lien, charge
or encumbrance  which,  in any such event,  would have  consequences  that would
materially  and adversely  affect the  financial  condition or operations of the
Master Servicer or its properties  taken as a whole or impair the ability of the
Trust Fund to realize on the Mortgage Loans;


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<PAGE>


          (v)     There are no actions,  suits or proceedings pending or, to the
knowledge of the Master Servicer, threatened, against the Master Servicer which,
either in any one  instance or in the  aggregate,  would  result in any material
adverse change in the business,  operations or financial condition of the Master
Servicer  or would  materially  impair the  ability of the  Master  Servicer  to
perform under the terms of this  Agreement or draw into question the validity of
this  Agreement or the  Mortgage  Loans or of any action taken or to be taken in
connection with the obligations of the Master Servicer contemplated herein;

          (vi) No consent, approval,  authorization or order of, or registration
or  filing  with,  or  notice  to any  court or  governmental  agency or body is
required for the execution,  delivery and performance by the Master Servicer of,
or compliance by the Master Servicer with, this Agreement or, if required,  such
approval has been obtained prior to the Closing Date,  except to the extent that
the failure of the Master  Servicer to be qualified as a foreign  corporation or
licensed  in one or more  states is not  necessary  for the  enforcement  of the
Mortgage Loans;

          (vii) The Master Servicer has examined each  Sub-Servicing  Agreement,
will examine each future  Sub-Servicing  Agreement and will be familiar with the
terms thereof.  Any Sub-Servicing  Agreements will comply with the provisions of
Section 3.2; and

          (viii)   Each  officer  or  employee of the Master Servicer  that  has
responsibilities  concerning the servicing and  administration of Mortgage Loans
is  covered  by errors  and  omissions  insurance  in the  amounts  and with the
coverage required by Section 3.8. Neither the Master Service nor, to the best of
the Master  Servicer's  knowledge,  any of its  officers  or  employees  that is
involved in the servicing or  administration  of Mortgage Loans has been refused
such coverage or insurance.  The Master Servicer has a fidelity bond meeting the
requirements of Section 3.8.

     (b) The Special Servicer hereby represents,  warrants and covenants that as
of the Closing Date:

          (i) The Special Servicer is a  corporation,  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
all licenses  necessary to carry on its business as now being conducted,  and is
in  compliance  with the laws of each state in which any  Mortgaged  Property is
located,  to the extent necessary to ensure the enforceability of each Specially
Serviced Mortgage Loan in accordance with the terms of this Agreement;

          (ii) The Special Servicer has the full corporate power, authority  and
legal right to execute and deliver this  Agreement  and to perform in accordance
herewith;  the execution and delivery of this Agreement by the Special  Servicer
and its  performance  and  compliance  with the terms of this  Agreement  do not
violate  the  Special  Servicer's  certificate  of  incorporation  or by-laws or
constitute a default (or an event which,  with notice or lapse of time, or both,
would  constitute a default)  under,  or result in the breach of, any  contract,
agreement or other  instrument to which the Special Servicer is a party or which
may be applicable to the Special Servicer or any of its assets, which default or
breach would have  consequences  that would  materially and adversely affect the
financial condition or operations of the Special

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<PAGE>


Servicer or its  properties  taken as a whole or impair the ability of the Trust
Fund to realize on the Specially Serviced Mortgage Loans;

          (iii)  This Agreement has been duly and validly  authorized,  executed
and delivered by the Special Servicer and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding
obligation of the Special  Servicer,  enforceable  against it in accordance with
the  terms of this  Agreement,  except as such  enforcement  may be  limited  by
bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or
other laws relating to or affecting  creditors' rights generally,  or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);

          (iv) The Special Servicer is  not in  violation  of, and the execution
and delivery of this Agreement by the Special  Servicer and its  performance and
compliance with the terms of this Agreement will not constitute a violation with
respect  to, any state or federal  statute,  any order or decree of any court or
any order or regulation of any federal,  state, municipal or governmental agency
having jurisdiction, or result in the creation or imposition of any lien, charge
or encumbrance  which,  in any such event,  would have  consequences  that would
materially  and adversely  affect the  financial  condition or operations of the
Special Servicer or its properties taken as a whole or impair the ability of the
Trust Fund to realize on the Specially Serviced Mortgage Loans;

          (v) There are no  actions,  suits or  proceedings  pending  or, to the
knowledge  of the Special  Servicer,  threatened,  against the Special  Servicer
which,  either in any one  instance  or in the  aggregate,  would  result in any
material  adverse change in the business,  operations or financial  condition of
the  Special  Servicer  or would  materially  impair the  ability of the Special
Servicer to perform under the terms of this  Agreement or draw into question the
validity of this  Agreement or the Specially  Serviced  Mortgage Loans or of any
action taken or to be taken in connection  with the  obligations  of the Special
Servicer contemplated herein;

          (vi) No consent, approval,  authorization or order of, or registration
or  filing  with,  or  notice  to any  court or  governmental  agency or body is
required for the execution, delivery and performance by the Special Servicer of,
or compliance by the Special Servicer with, this Agreement or, if required, such
approval has been obtained prior to the Closing Date,  except to the extent that
the failure of the Special Servicer to be qualified as a foreign  corporation or
licensed  in one or more  states is not  necessary  for the  enforcement  of the
Specially Serviced Mortgage Loans; and

          (vii) Each  officer or employee of the  Special  Servicer  that has or
will have  responsibilities  concerning  the  servicing  and  administration  of
Mortgage  Loans is covered by errors and omissions  insurance in the amounts and
with the coverage  required by Section 3.8. Neither the Special Servicer nor, to
the best of the Special Servicer's  knowledge,  any of its officers or employees
that is or will be involved in the servicing or administration of Mortgage Loans
has been refused such coverage or insurance. The Special Servicer has a fidelity
bond meeting the requirements of Section 3.8.


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<PAGE>


     (c)    It is understood and agreed that the  representations and warranties
set forth in this Section shall survive  delivery of the Trustee  Mortgage Files
to the Trustee or the Custodian on behalf of the Trustee  until the  termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the
Trustee and the Depositor. Upon discovery by the Depositor, the Master Servicer,
the Special  Servicer or a  Responsible  Officer of the Trustee (or upon written
notice  thereof  from  any   Certificateholder)  of  a  breach  of  any  of  the
representations  and warranties  set forth in this Section which  materially and
adversely affects the interests of the Certificateholders,  the Master Servicer,
the Special  Servicer or the Trustee,  the party  discovering  such breach shall
give  prompt  written  notice  to the other  parties  hereto  and to the  Rating
Agencies.

     SECTION  2.6.    Execution and Delivery of Certificates;  Issuance of REMIC
I Regular Interests and REMIC II Regular Interests.

            The Trustee  acknowledges the assignment to it of the Mortgage Loans
and the delivery to it or a Custodian  appointed by it, of the Trustee  Mortgage
Files,   subject  to  the  provisions  of  Section  2.1  and  Section  2.2  and,
concurrently  with such delivery,  (i)  acknowledges  the issuance of and hereby
declares  that it holds the REMIC I Regular  Interests on behalf of REMIC II and
the Holders of the Class [R-II] Certificates;  (ii) acknowledges the issuance of
and hereby  declares  that it holds the REMIC II Regular  Interests on behalf of
REMIC III and the  Holders of the REMIC III Regular  Certificates  and the Class
[R-III]  Certificates;   (iii)  acknowledges  the  issuance  of  the  Class  [E]
Certificates  and hereby  declares  that it holds the  Grantor  Trust  Assets on
behalf of the holders of the Class [E]  Certificates;  and (iv) has caused to be
executed and caused to be  authenticated  and  delivered to or upon the order of
the  Depositor,  or as directed by the terms of this  Agreement,  Class  [A-1A],
Class [A-1B],  Class [S], Class [A-2],  Class [A-3],  Class [A-4],  Class [B-1],
Class [B-2],  Class [B-3],  Class [B-4],  Class [B-5], Class [B-6], Class [B-7],
Class [B-8],  Class [C],  Class [D],  Class [E],  Class [R-I],  Class [R-II] and
Class [R-III] Certificates in authorized denominations,  in each case registered
in the names set forth in such order of the  Depositor or as so directed in this
Agreement and duly authenticated by the Authenticating Agent, which Certificates
(described in the preceding clause (iv)) evidence  ownership of the entire Trust
Fund  and the  Depositor  acknowledges  receipt  of the  Certificates  from  the
Trustee.

     SECTION 2.7.      Documents Not Delivered to Custodian.

            All original documents relating to the Mortgage Loans which are part
of the  Master  Servicer  Mortgage  File  are and  shall  be held by the  Master
Servicer,   in  trust  for  the   benefit  of  the  Trustee  on  behalf  of  the
Certificateholders.  The legal  ownership  of all  records  and  documents  with
respect to each Mortgage  Loan prepared by or which come into the  possession of
the Master  Servicer  shall  immediately  vest in the Trustee,  in trust for the
benefit of the Certificateholders.

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<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS
                              ---------------------

     SECTION 3.1.    Master Servicer to Act as Master Servicer; Special Servicer
to Act as Special Servicer; Administration of the Mortgage Loans.

     (a) The Master  Servicer and the Special  Servicer,  each as an independent
contractor,  shall service and  administer the Mortgage Loans (or in the case of
the Special Servicer, the Specially Serviced Mortgage Loans and the REO Mortgage
Loans) on behalf of the Trust Fund solely in the best  interests of, and for the
benefit  of, all of the  Certificateholders  and the Trustee (as trustee for the
Certificateholders)  in  accordance  with  applicable  law,  the  terms  of this
Agreement and the terms of the respective Mortgage Loans. In furtherance of, and
to the extent consistent with, the foregoing, and except to the extent that this
Agreement provides for a contrary specific course of action,  each of the Master
Servicer and the Special  Servicer  shall service and  administer  each Mortgage
Loan (x) in the same manner in which,  and with the same care,  skill,  prudence
and diligence with which, it services and administers similar mortgage loans for
other  third-party  portfolios,  giving due consideration to customary and usual
standards  of  practice  of  prudent  institutional   commercial  mortgage  loan
servicers used with respect to loans comparable to the Mortgage Loans, or (y) in
the same manner in which, and with the same care, skill,  prudence and diligence
with which,  it services and administers  similar  mortgage loans which it owns,
whichever  standard  of care is  higher,  and  taking  into  account  its  other
obligations hereunder, but without regard to:

          (i)  any  other  relationship  that  the Master Servicer,  the Special
Servicer,  any Sub-Servicer or any Affiliate of the Master Servicer, the Special
Servicer or any Sub-Servicer may have with the related Borrower or any Affiliate
of such Borrower;

          (ii) the  ownership of any  Certificate  by the Master  Servicer,  the
Special Servicer or any Affiliate of either;

          (iii) the Master Servicer's or the  Trustee's  obligation  to make P&I
Advances or Servicing  Advances or to incur  servicing  expenses with respect to
such Mortgage Loan;

          (iv)  the  Master  Servicer's,   the  Special  Servicer's  or any Sub-
Servicer's  right to receive  compensation  for its  services  hereunder or with
respect to any particular transaction;

          (v) the ownership,  servicing  or management  for others by the Master
Servicer, the Special Servicer or any Sub-Servicer,  of any other mortgage loans
or property; or

          (vi)  any  obligation of the Master Servicer,  the  Special  Servicer,
any Sub-Servicer or any affiliate of the Master  Servicer,  the Special Servicer
or any Sub-Servicer to

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<PAGE>


repurchase or replace a Mortgage Loan as a Seller if required by a Mortgage Loan
Purchase Agreement.

            The  standards  set forth  above with  respect to the conduct of the
Master Servicer and the Special  Servicer in the performance of their respective
obligations  under  this  Agreement  is  herein  referred  to as the  "Servicing
Standard."

            The  Master  Servicer's  or the  Special  Servicer's  liability  for
actions and omissions in its capacity as Master Servicer or Special Servicer, as
the case may be,  hereunder is limited as provided  herein  (including,  without
limitation,  pursuant  to  Section  6.3).  To the  extent  consistent  with  the
foregoing and subject to any express  limitations  set forth in this  Agreement,
the Master Servicer and the Special  Servicer shall use its best efforts to seek
to maximize  the timely and complete  recovery of principal  and interest on the
Notes; provided, however, that nothing herein contained shall be construed as an
express or implied  guarantee by the Master Servicer or the Special  Servicer of
the  collectability of the Mortgage Loans.  Subject only to the  above-described
Servicing  Standard  and the  terms  of  this  Agreement  and of the  respective
Mortgage  Loans,  the Master  Servicer and the Special  Servicer shall have full
power and authority,  acting alone or through Sub-Servicers  (subject to Section
3.2),  to do or cause to be done any and all  things  in  connection  with  such
servicing and administration which they may deem necessary or desirable. Without
limiting the  generality of the foregoing,  the Master  Servicer and the Special
Servicer shall,  and each is hereby  authorized and empowered by the Trustee to,
with respect to each Mortgage Loan and the related Mortgaged Property,  prepare,
execute and deliver, on behalf of the  Certificateholders and the Trustee or any
of them,  any and all financing  statements,  continuation  statements and other
documents or instruments necessary to maintain the lien on the related Mortgaged
Property and related collateral;  subject to Section 3.28(a), any modifications,
waivers,  consents or  amendments to or with respect to any Mortgage Loan or any
documents  contained  in the  related  Mortgage  File;  and,  subject to Section
3.28(a), any and all instruments of satisfaction or cancellation,  or of partial
or full release or discharge,  and all other comparable instruments,  if, in its
reasonable   judgment,   such   action   is  in  the  best   interests   of  the
Certificateholders and is in accordance with, or is required by, this Agreement.
The Master  Servicer and the Special  Servicer  shall service and administer the
Mortgage  Loans in accordance  with  applicable  state and federal law and shall
provide to the  Borrowers  any reports  required to be provided to them thereby.
Subject  to Section  3.11,  the  Trustee  shall,  upon the  receipt of a written
request of a Servicing  Officer,  execute and deliver to the Master Servicer and
the Special Servicer any powers of attorney and other documents  prepared by the
Master  Servicer  or the Special  Servicer  and  necessary  or  appropriate  (as
certified in such written request) to enable the Master Servicer and the Special
Servicer  to carry out their  servicing  and  administrative  duties  hereunder;
provided,  however,  that the Trustee shall not be liable for any actions of the
Master Servicer or Special Servicer under any such powers of attorney.

     (b) Unless  otherwise  provided in the related  Note,  the Master  Servicer
shall apply any partial  Principal  Prepayment  received on a Mortgage Loan on a
date other than a Due Date to the principal  balance of such Mortgage Loan as of
the Due Date immediately following the date of receipt of such partial Principal
Prepayment.


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<PAGE>


     SECTION 3.2.         Sub-Servicing.

     (a)  The  Master   Servicer  or  the  Special   Servicer   may  enter  into
Sub-Servicing  Agreements  with  third  parties  with  respect  to  any  of  its
respective obligations hereunder,  provided that (1) any such agreement shall be
consistent  with  the  provisions  of this  Agreement  and  (2) no  Sub-Servicer
retained  by the  Master  Servicer  or the  Special  Servicer  shall  grant  any
modification,  waiver or amendment to any Mortgage  Loan without the approval of
the  Master  Servicer  or  the  Special  Servicer,   as  applicable.   Any  such
Sub-Servicing  Agreement may permit the  Sub-Servicer  to delegate its duties to
agents or subcontractors so long as the related  agreements or arrangements with
such agents or subcontractors are consistent with the provisions of this Section
3.2(a).

          Any Sub-Servicing Agreement entered into by the Master Servicer or the
Special  Servicer,  shall  provide that it may be assumed or  terminated  by the
Trustee or  successor  Master  Servicer or Special  Servicer if the Trustee or a
successor  Master  Servicer  or Special  Servicer  has assumed the duties of the
Master  Servicer  or the  Special  Servicer,  as  applicable,  without  cost  or
obligation  to the  assuming or  terminating  party or the Trust Fund,  upon the
assumption by the Trustee or a successor  Master Servicer or Special Servicer of
the obligations of the Master Servicer or the Special  Servicer,  as applicable,
pursuant to Section 7.2; provided, however, that the Trustee or successor Master
Servicer  may not  terminate  any  Sub-Servicing  Agreement  entered into by the
Master  Servicer as of the Closing Date with respect to any of the _______ Loans
unless  the  related   Sub-Servicer  is  in  default  under  such  Sub-Servicing
Agreement,  which Sub-Servicing Agreement must provide that (i) the Sub-Servicer
is in  default  if it causes the  Master  Servicer  to be in default  under this
Agreement and (ii) the related Sub-Servicer is required to perform its servicing
obligations in a manner consistent with the Servicing Standard.

          Any Sub-Servicing  Agreement,  and any other  transactions or services
relating to the Mortgage Loans involving a  Sub-Servicer,  shall be deemed to be
between the Master  Servicer or the Special  Servicer,  as applicable,  and such
Sub-Servicer  alone,  and the  Trustee and the  Certificateholders  shall not be
deemed parties thereto and shall have no claims, rights, obligations,  duties or
liabilities with respect to the Sub-Servicer,  including the Depositor acting in
such capacity, except as set forth in Section 3.2(c).

     (b) The  Master  Servicer  and the  Special  Servicer  shall  each  pay the
respective fees of any Sub-Servicer retained by it thereunder from its own funds
in accordance with the applicable Sub-Servicing Agreement.

     (c) If the Trustee or any  successor  Master  Servicer or Special  Servicer
assumes the  obligations  of the Master  Servicer or the  Special  Servicer,  as
applicable, in accordance with Section 7.2, the Trustee or such successor Master
Servicer or Special  Servicer,  to the extent necessary to permit the Trustee or
such successor  Master Servicer or Special  Servicer to carry out the provisions
of Section  7.2,  shall,  without act or deed on the part of the Trustee or such
successor Master Servicer or Special Servicer,  succeed to all of the rights and
obligations of the Master Servicer or Special  Servicer under any  Sub-Servicing
Agreement  entered into by the Master Servicer or Special  Servicer  pursuant to
Section 3.2(a),  subject to the right of termination by the Trustee, if any, set
forth in Section 3.2(a). In such event, the Trustee

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<PAGE>


or such successor  Master  Servicer or Special  Servicer shall be deemed to have
assumed all of the Master Servicer's or Special Servicer's interest therein (but
not any liabilities or obligations in respect of acts or omissions of the Master
Servicer  or  Special  Servicer  prior to such  deemed  assumption)  and to have
replaced the Master Servicer or the Special Servicer, as applicable,  as a party
to such  Sub-Servicing  Agreement  to the same  extent as if such  Sub-Servicing
Agreement had been assigned to the Trustee or such  successor  Master  Servicer,
except that the Master  Servicer or the  Special  Servicer  shall not thereby be
relieved of any liability or obligations under such Sub-Servicing Agreement that
accrued  prior to the  assumption  of duties  hereunder  by the  Trustee or such
successor Master Servicer or Special Servicer.

          In the event that the  Trustee or any  successor  Master  Servicer  or
Special Servicer assumes the servicing obligations of the Master Servicer or the
Special  Servicer,  as the case may be,  upon  request  of the  Trustee  or such
successor  Master Servicer or Special  Servicer,  as the case may be, the Master
Servicer or Special  Servicer shall, at its own expense,  deliver to the Trustee
or such successor  Master Servicer or Special  Servicer (as the case may be) all
documents and records relating to any  Sub-Servicing  Agreement and the Mortgage
Loans then being serviced  thereunder and an accounting of amounts collected and
held by it, if any, and the Master  Servicer will otherwise use its best efforts
to effect the orderly and efficient  transfer of any Sub-Servicing  Agreement to
the Trustee or such successor Master Servicer.

     (d) Notwithstanding any Sub-Servicing  Agreement,  any of the provisions of
this  Agreement  relating  to  agreements  or  arrangements  between  the Master
Servicer  or Special  Servicer  and any Person  acting as  Sub-Servicer  (or its
agents or  subcontractors)  or any reference to actions taken through any Person
acting  as  Sub-Servicer  or  otherwise,  the  Master  Servicer  or the  Special
Servicer,  as applicable,  shall remain  obligated and liable to the Trustee and
Certificateholders  for the servicing and administering of the Mortgage Loans in
accordance  with the  provisions of this  Agreement  without  diminution of such
obligation  or  liability  by  virtue  of  such   Sub-Servicing   Agreements  or
arrangements  or by virtue of  indemnification  from the Depositor or any Person
acting as Sub-Servicer (or its agents or  subcontractors) to the same extent and
under  the same  terms and  conditions  as if the  Master  Servicer  or  Special
Servicer,  as applicable,  were servicing and  administering  the Mortgage Loans
alone.  The Master  Servicer or the Special  Servicer,  as applicable,  shall be
entitled  to  enter  into an  agreement  with  any  Sub-Servicer  providing  for
indemnification  of the Master Servicer or the Special Servicer,  as applicable,
by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification,  but no such agreement for indemnification
shall be deemed to limit or modify this Agreement.

     SECTION 3.3.      Collection of Certain Mortgage Loan Payments.

          The Master  Servicer and the Special  Servicer shall make best efforts
to  collect  all  payments  called  for under the  terms and  provisions  of the
Mortgage  Loans when the same shall be due and  payable,  and shall  follow such
collection  procedures as are consistent with the Servicing Standard,  including
using its best  efforts in  accordance  with the  Servicing  Standard to collect
income  statements and rent rolls from the related  Borrowers as required by the
related  Mortgage  Loan  Documents  and  providing  (in the  case of the  Master
Servicer only)  reasonable  advance notice to such Borrowers of Balloon Payments
due with respect to such Mortgage

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<PAGE>


Loans.  With respect to any Mortgage  Loan that has a ground  lease,  the Master
Servicer  shall send  notice to the  related  ground  lessor that the Trustee on
behalf of the Trust Fund is the mortgagee  under the Mortgage  Loan.  Consistent
with the foregoing,  the Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any late payment charge, Default Interest or penalty
fees in connection  with any delinquent  Monthly Payment or Balloon Payment with
respect to any Mortgage Loan.

     SECTION 3.4.      Collection of Taxes, Assessments and Similar Items.

     (a) With respect to each Mortgage Loan (other than REO Mortgage Loans), the
Master  Servicer  shall maintain  accurate  records with respect to each related
Mortgaged Property reflecting the status of taxes, assessments and other similar
items  that are or may become a lien on such  related  Mortgaged  Property,  the
status of insurance  premiums  payable  with respect  thereto and the amounts of
Escrow Payments,  if any,  required in respect  thereof.  From time to time, the
Master  Servicer  shall  (i)  obtain  all bills for the  payment  of such  items
(including  renewal  premiums),  and (ii) effect  payment of all such bills with
respect  to each such  Mortgaged  Property  prior to the  applicable  penalty or
termination  date, in each case  employing for such purpose  Escrow  Payments as
allowed under the terms of such Mortgage  Loan. If a Borrower  fails to make any
such Escrow  Payment on a timely  basis or  collections  from such  Borrower are
insufficient  to pay any such item before the applicable  penalty or termination
date, the Master  Servicer shall (in accordance with Section 3.8 with respect to
the  payment of  insurance  premiums)  advance  the amount  necessary  to effect
payment of any such item, unless the Master Servicer, in its good faith business
judgment,  determines that such Advance would be a Nonrecoverable  Advance. With
respect to any Mortgage Loan as to which the related Borrower is not required to
make Escrow Payments, if such Borrower fails to effect payment of any such bill,
then, the Master  Servicer shall (in accordance with Section 3.8 with respect to
the  payment of  insurance  premiums)  advance  the amount  necessary  to effect
payment of any such bill on or before  the  applicable  penalty  or  termination
date; provided, that, with respect to the payment of taxes and assessments,  the
Master  Servicer  shall make such advance  within five  Business  Days after the
Master Servicer has received  confirmation that such item has not been paid. The
Master Servicer shall be entitled to reimbursement of Servicing Advances that it
makes pursuant to the preceding  sentence,  with interest thereon at the Advance
Rate,  from amounts  received on or in respect of the Mortgage  Loan  respecting
which such Servicing  Advance was made or if such Servicing Advance has become a
Nonrecoverable  Advance,  to  the  extent  permitted  by  Section  3.6  of  this
Agreement.  No costs incurred by the Master Servicer in effecting the payment of
taxes and  assessments  on the Mortgaged  Properties  shall,  for the purpose of
calculating  distributions to  Certificateholders,  be added to the amount owing
under  the  related  Mortgage  Loans,  notwithstanding  that  the  terms of such
Mortgage Loans so permit.

     (b) The Master  Servicer shall  segregate and hold all funds  collected and
received pursuant to any Mortgage Loan constituting Escrow Payments separate and
apart  from any of its own funds and  general  assets  and shall  establish  and
maintain one or more segregated  custodial  accounts which are Eligible Accounts
(each,  an "Escrow  Account") into which all Escrow  Payments shall be deposited
within one Business Day after  receipt.  The Master  Servicer shall also deposit
into  each  Escrow  Account  any  amounts   representing   losses  on  Permitted
Investments  in which  amounts  on  deposit  in such  Escrow  Account  have been
invested pursuant

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<PAGE>


to  Section  3.7(b)  and  any  Insurance  Proceeds,   Condemnation  Proceeds  or
Liquidation  Proceeds  which are  required to be applied to the  restoration  or
repair of the related Mortgaged  Property pursuant to the related Mortgage Loan.
Escrow  Accounts  shall be entitled,  "Midland  Loan  Services,  Inc., as Master
Servicer, in trust for  ____________________  as Trustee in trust for Holders of
PNC Mortgage  Acceptance Corp.  Commercial Mortgage  Pass-Through  Certificates,
Series _________, and Various Borrowers." Withdrawals from an Escrow Account may
be made by the Master Servicer only:

          (i) to effect  timely  payments of items with  respect to which Escrow
Payments are required pursuant to the related Mortgage;

          (ii) to transfer  funds to the  Collection  Account to  reimburse  the
Master  Servicer or the  Trustee,  as  applicable,  for any Advance  relating to
Escrow  Payments,  but only from  amounts  received  with respect to the related
Mortgage Loan which represent late collections of Escrow Payments thereunder;

          (iii) for  application  to the  restoration  or repair of the  related
Mortgaged  Property  in  accordance  with  the  related  Mortgage  Loan  and the
Servicing Standard;

          (iv) to clear and terminate such Escrow  Account upon the  termination
of this Agreement;

          (v) to pay from time to time to the Master  Servicer  any  interest or
investment  income earned on funds deposited in such Escrow Account  pursuant to
Section  3.7(b) to the extent (a)  permitted  by law and (b) not  required to be
paid to the related  Borrower under the terms of the related Mortgage Loan or by
law, or to pay such interest or income to the related Borrower if such income is
required  to paid to the  related  Borrower  under  law or by the  terms  of the
related Mortgage Loan; and

          (vi) to remove any funds  deposited  in such Escrow  Account that were
not required to be deposited therein.

     SECTION 3.5.    Collection  Account;  Distribution  Account;  Grantor Trust
Collection Account; Grantor Trust Distribution Account and Excess Liquidation
Proceeds Account.

     (a) The Master Servicer shall establish and maintain the Collection Account
in the Trustee's name, for the benefit of the Certificateholders. The Collection
Account shall be established and maintained as an Eligible  Account.  The Master
Servicer shall deposit or cause to be deposited in the Collection Account within
one Business  Day  following  receipt the  following  payments  and  collections
received or made by it on or with respect to the Mortgage Loans:

          (i) all  payments  on  account of  principal  on the  Mortgage  Loans,
including the principal component of Unscheduled Payments on the Mortgage Loans;
(ii)

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<PAGE>


          (ii) all payments on account of interest  and Default  Interest on the
Mortgage Loans, the interest portion of all Unscheduled Payments, all Prepayment
Premiums  and all  payments on account of late  payment  charges on the Mortgage
Loans;

          (iii) any amounts required to be deposited  pursuant to Section 3.7(b)
in  connection  with losses  realized on Permitted  Investments  with respect to
funds held in the Collection  Account and pursuant to Section 3.25 in connection
with Prepayment Interest Shortfalls;

          (iv) (x) all Net REO Proceeds transferred from an REO Account pursuant
to Section 3.17(b) and (y) all Insurance  Proceeds and Net Liquidation  Proceeds
not required to be applied to the restoration or repair of the related Mortgaged
Property;

          (v) any amounts received from Borrowers which represent  recoveries of
Servicing Advances made pursuant to Section 3.4; and

          (vi) any other amounts required by the provisions of this Agreement to
be deposited into the Collection  Account by the Master  Servicer or the Special
Servicer, including, without limitation,  proceeds of any purchase or repurchase
of a Mortgage Loan pursuant to Section 2.3, Section 3.18 or Section 9.1.

          In the event  that the  Master  Servicer  deposits  in the  Collection
Account any amount not required to be deposited therein, the Master Servicer may
at any time  withdraw  such amount from the  Collection  Account,  any provision
herein to the contrary notwithstanding.

     (b) The Trustee shall  establish and maintain the  Distribution  Account in
the name of the Trustee, in trust for the benefit of the Certificateholders. The
Distribution Account shall be established and maintained as an Eligible Account.

     (c) Prior to the Remittance Date relating to the Collection Period, if any,
in which any Deferred Interest is received,  the Master Servicer shall establish
and maintain the Grantor Trust Collection Account in the name of the Trustee, in
trust  for the  benefit  of the  Class  [E]  Certificateholders  as set forth in
Section 10.5.  The Grantor Trust  Collection  Account shall be  established  and
maintained as an Eligible  Account.  The Master  Servicer  shall transfer to the
Grantor Trust Collection  Account any Deferred Interest within two Business Days
after such amounts are deposited in the Collection Account.

     (d) Prior to the Remittance Date relating to the Collection Period, if any,
in which Deferred Interest is received, the Trustee shall establish and maintain
the Grantor Trust Distribution  Account in the name of the Trustee, in trust for
the benefit of the Class [E]  Certificateholders  as set forth in Section 10.05.
The Grantor Trust Distribution Account shall be established and maintained as an
Eligible  Account.  On or before the  Remittance  Date related to the applicable
Distribution Date, the Master Servicer shall remit to the Trustee for deposit in
the Grantor Trust Distribution  Account an amount equal to the Deferred Interest
received during the related Collection Period.


                                       75
<PAGE>

     (e) Following the distribution of Deferred  Interest to  Certificateholders
on the first  Distribution  Date after  which  there are no longer any  Mortgage
Loans outstanding which pursuant to their terms could pay Deferred Interest, the
Master Servicer and the Trustee, respectively, shall terminate the Grantor Trust
Collection Account and the Grantor Trust Distribution Account.

     (f) If any Excess  Liquidation  Proceeds are  received,  the Trustee  shall
establish and maintain the Excess  Liquidation  Proceeds  Account in the name of
the Trustee,  in trust for the benefit of the  Certificateholders.  On or before
the  Remittance  Date related to the  applicable  Distribution  Date, the Master
Servicer shall remit to the Trustee from the Collection  Account and for deposit
into the  Excess  Liquidation  Proceeds  Account  an amount  equal to the Excess
Liquidation  Proceeds received during the related  Collection Period. The Excess
Liquidation  Proceeds Account shall be established and maintained as an Eligible
Account.

     (g) Funds in the Collection Account, the Distribution  Account, the Grantor
Trust  Collection  Account and the  Grantor  Trust  Distribution  Account may be
invested in Permitted  Investments in accordance  with the provisions of Section
3.7.  The  Master  Servicer  shall  give  written  notice to the  Trustee of the
location  and account  number of the  Collection  Account and the Grantor  Trust
Collection  Account  and  shall  notify  the  Trustee  in  writing  prior to any
subsequent change thereof.

     SECTION  3.6.     Permitted  Withdrawals  from the Collection  Account and
Grantor Trust Collection Account.

     (a)   The Master Servicer may make withdrawals from the Collection  Account
(and the Grantor Trust Collection  Account,  with respect to Deferred  Interest)
only as described below (the order set forth below not  constituting an order of
priority for such withdrawals):

          (i) to remit the applicable amounts to the Trustee, for deposit in the
Distribution  Account,  the Grantor  Trust  Distribution  Account and the Excess
Liquidation Proceeds Account pursuant to Section 4.5, Section 3.5(d) and Section
3.5(f), respectively;

          (ii) to pay or reimburse the Trustee or the Master  Servicer,  in that
order of  priority  for  Advances;  provided,  however,  the right of the Master
Servicer or the Trustee to reimburse  itself  pursuant to this clause (ii) being
limited  to  either  (x) any  collections  on or in  respect  of the  particular
Mortgage  Loan or REO Property  respecting  which each such Advance was made, or
(y) any other amounts in the Collection  Account in the event that such Advances
have  been  deemed  to be  Nonrecoverable  Advances  or are not  recovered  from
recoveries in respect of the related Mortgage Loan or REO Property after a Final
Recovery Determination;

          (iii) to pay to the Trustee or the Master  Servicer,  in that order of
priority,  the Advance  Interest Amount first out of Default  Interest  actually
collected on any Mortgage Loan and late payment  charges  actually  collected in
respect of the  related  Mortgage  Loan and,  to the  extent  such  amounts  are
insufficient,  in connection with or at any time following the  reimbursement of
such Advance, from any other amounts in the Collection Account;


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          (iv) to pay on or before each Remittance Date to the Master  Servicer,
Special Servicer and Trustee, as applicable, as compensation,  the unpaid Master
Servicing Fee, Special Servicing Fee, and Trustee Fee, respectively (in the case
of the Master  Servicer,  reduced up to the  amount of any  Prepayment  Interest
Shortfalls  with respect to such  Distribution  Date, in accordance with Section
3.25),  to be paid,  in the case of the  Master  Servicing  Fee,  from  interest
received on the related Mortgage Loans, and to pay to the Master Servicer or the
Special  Servicer,  as  applicable,  any other  amounts  constituting  Servicing
Compensation;

          (v) to pay on or before each Distribution  Date to the Depositor,  the
applicable  Seller or the purchaser of any Specially  Serviced  Mortgage Loan or
REO Property,  as the case may be, with respect to each Mortgage  Loan,  Deleted
Mortgage Loan or REO Property that has previously been repurchased,  replaced or
purchased  by it pursuant  to Section  2.3,  Section  3.18 or Section  9.1,  all
amounts received thereon during the related  Collection Period and subsequent to
the effective date of such purchase or repurchase.

          (vi) to the  extent  reimbursement  or  payment  is not  provided  for
pursuant to any other  clause of this  Section  3.6(a),  to reimburse or pay the
Master  Servicer,  the Special  Servicer,  the Trustee  and/or the Depositor for
unpaid items incurred by or on behalf of such Person pursuant to, as applicable,
Section 3.7(c), the last paragraph of Section 3.10(e), Section 6.3, Section 7.4,
Section  8.5(d) or  Section  11.7,  or any  other  provision  of this  Agreement
pursuant to which such Person is entitled to  reimbursement  or payment from the
Trust Fund, in each case only to the extent  reimbursable under such Section, it
being  acknowledged  that this  clause  (vi)  shall not be deemed to modify  the
substance of any such Section, including the provisions of such Section that set
forth the extent to which one of the foregoing  Persons is or is not entitled to
payment or reimbursement;

          (vii)  to  deposit  in  one or  more  separate,  non-interest  bearing
accounts any amount reasonably  determined by the Trustee to be necessary to pay
any  applicable  federal,  state or local taxes imposed on REMIC I, REMIC II and
REMIC  III or the  Grantor  Trust  under  the  circumstances  and to the  extent
described in Section 10.3(c) and Section 10.5, respectively;

          (viii) to  deposit  into the  Interest  Reserve  Account  any  amounts
required to be deposited therein pursuant to Section 3.29(a);

          (ix) to withdraw any amount deposited into the Collection  Account and
the Grantor  Trust  Collection  Account  that was not  required to be  deposited
therein; and

          (x) to clear and  terminate the  Collection  Account and Grantor Trust
Collection Account pursuant to Section 9.1.

          The Master Servicer shall keep and maintain separate accounting,  on a
Mortgage  Loan-by-Mortgage  Loan  basis,  for  the  purpose  of  justifying  any
withdrawal  from the  Collection  Account or Grantor  Trust  Collection  Account
pursuant to subclauses (ii) - (ix) above.


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     (b)   The  Master Servicer shall pay to the Trustee or the Special Servicer
from the Collection  Account (to the extent permitted by clauses (i)-(ix) above)
amounts  permitted to be paid to the Trustee or the Special Servicer  therefrom,
promptly upon receipt of a certificate of a Responsible  Officer of the Trustee,
or a Servicing  Officer of the Special Servicer,  as applicable,  describing the
item and amount to which the Trustee or the Special  Servicer is  entitled.  The
foregoing  sentence does not apply to the payment of the Trustee Fee. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to
recalculate the amounts stated therein.

     (c)   The  Trustee  shall,  from time to time,  make  withdrawals  from the
Distribution  Account for each of the  following  purposes  (the order set forth
below not constituting an order of priority for such withdrawals):

          (i) to make distributions to  Certificateholders  on each Distribution
Date pursuant to Article IV;

          (ii) to pay itself or any of its  directors,  officers,  employees and
agents,  as the case may be, any  amounts  payable or  reimbursable  to any such
Person pursuant to Section 3.6(a),  including the Trustee's Fee, but only to the
extent not previously paid by the Master Servicer pursuant to Section 3.6(b);

          (iii) to withdraw any amount deposited into the  Distribution  Account
that was not required to be deposited therein; and

          (iv)  to  clear  and  terminate  the   Distribution   Account  at  the
termination of this Agreement pursuant to Section 9.01.

     (d)   The  Trustee,  the Special  Servicer and the Master Servicer shall in
all cases have a right prior to the  Certificateholders  to any funds on deposit
in the Collection  Account from time to time for the reimbursement or payment of
unpaid or  unreimbursed  Trustee Fees,  Servicing  Compensation  (subject to the
limitation set forth in Section 3.6(a)(iv) for Master Servicing Fees),  Advances
(subject to the limitation set forth in Section 3.6(a)(ii)) and their respective
expenses  (including  Advance  Interest  Amounts)  hereunder  to the extent such
expenses,  fees,  compensation  and Advances are to be  reimbursed  or paid from
amounts on deposit in the Collection Account pursuant to this Agreement.

     (e)   The Trustee shall, upon receipt,  deposit in the Distribution Account
or the Grantor Trust Distribution  Account,  as applicable,  any and all amounts
received by the Trustee in  accordance  with Section  3.6(a)(i).  If, as of 3:00
p.m.,  New York City time, on any  Remittance  Date or on such other date as any
amount referred to in Section  3.6(a)(i) is required to be delivered  hereunder,
the Master  Servicer  shall not have delivered to the Trustee for deposit in the
Distribution  Account or the  Grantor  Trust  Distribution  Account  the amounts
required to be deposited therein pursuant to Section 3.6(a)(i), then the Trustee
shall,  to the  extent  that a  Responsible  Officer  of the  Trustee  has  such
knowledge,  provide  notice of such failure to the Master  Servicer by facsimile
transmission  sent to telecopy no. (816)  435-2326 (or such  alternative  number
provided by the Master Servicer to the Trustee in writing) or by telephone at

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<PAGE>


telephone no. (816) 435-5000 (or such alternative  number provided by the Master
Servicer to the Trustee in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such day.

     SECTION 3.7.      Investment of Funds in Accounts.

     (a) The Master Servicer with respect to the Collection Account, the Grantor
Trust Collection Account, the Interest Reserve Account and any Reserve Accounts,
the Special  Servicer  with  respect to any REO  Account  and the  Trustee  with
respect to the Distribution Account, the Excess Liquidation Proceeds Account and
the Grantor Trust  Distribution  Account may direct any  depository  institution
maintaining  such  account  (subject,  in  the  case  of  Reserve  Accounts,  to
applicable laws and the related Mortgage Loan Documents)  (each, for purposes of
this  Section  3.7,  an  "Investment  Account")  to  invest  the  funds  in such
Investment  Account in one or more Permitted  Investments  that bear interest or
are sold at a discount, and that mature, unless payable on demand, no later than
the  Business  Day  preceding  the date on which such funds are  required  to be
withdrawn from such Investment  Account  pursuant to this  Agreement;  provided,
however,  that all  investments  in the  Distribution  Account and Grantor Trust
Distribution  Account,  including those payable on demand, shall mature no later
than the Business Day prior to the next Distribution  Date. Any direction by the
Master Servicer,  the Special Servicer or the Trustee, as applicable,  to invest
funds on deposit in an Investment  Account shall be in writing and shall certify
that the  requested  investment  is a Permitted  Investment  which matures at or
prior to the time  required  hereby or is payable on demand.  In the case of any
Reserve  Account,  the Master Servicer shall act upon the written request of the
related  Borrower or Manager to the extent the Master Servicer is required to do
so under the terms of the related Mortgage Loan, provided that in the absence of
appropriate  written  instructions  from such  Borrower  or Manager  meeting the
requirements  of this Section 3.7, the Master  Servicer shall have no obligation
to, but will be entitled  to,  direct the  investment  of funds in such  Reserve
Accounts.  All such  Permitted  Investments  shall be held to  maturity,  unless
payable on demand.  Any  investment of funds in an  Investment  Account shall be
made in the name of the  Trustee  (in its  capacity as such) or in the name of a
nominee of the Trustee. The Trustee shall have sole control (except with respect
to  investment  direction  which  shall be in the  sole  control  of the  Person
specified above (subject,  in the case of Reserve Accounts, to the rights of the
related  Borrower or Manager under the related  Mortgage  Loan  Documents) as an
independent  contractor  to the Trust  Fund) over each such  investment  and any
certificate  or  other  instrument  evidencing  any  such  investment  shall  be
delivered  directly to the Trustee or its nominee (which shall  initially be the
Master Servicer),  together with any document of transfer,  if any, necessary to
transfer  title to such  investment  to the Trustee or its nominee.  The Trustee
shall  have no  responsibility  or  liability  with  respect  to the  investment
directions  of  the  Master  Servicer  or the  Special  Servicer  or any  losses
resulting  therefrom,  whether from Permitted  Investments or otherwise.  In the
event amounts on deposit in an Investment  Account are at any time invested in a
Permitted  Investment  payable on demand,  the Trustee,  Master  Servicer or the
Special Servicer, as applicable, shall:

          (x) consistent with any notice required to be given thereunder, demand
that  payment  thereon  be made on the last day such  Permitted  Investment  may
otherwise  mature  hereunder in an amount equal to the lesser of (1) all amounts
then  payable  thereunder  and (2) the amount  required to be  withdrawn on such
date; and

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          (y)  demand  payment  of all  amounts  due  thereunder  promptly  upon
determination by the Trustee,  the Master Servicer or the Special  Servicer,  as
applicable,  that such  Permitted  Investment  would not  constitute a Permitted
Investment in respect of funds  thereafter on deposit in the related  Investment
Account.

     (b) All income and gain (net of losses as contemplated below) realized from
investment  of funds  deposited in (i) the  Collection  Account,  Grantor  Trust
Collection Account, Interest Reserve Account and any Reserve Account as to which
the related  Borrower is not  entitled  to  interest  thereon,  shall be for the
benefit  of the  Master  Servicer,  (ii) the  Distribution  Account,  the Excess
Liquidation Proceeds Account and the Grantor Trust Distribution Account shall be
for the  benefit  of the  Trustee  and  (iii) any REO  Account  shall be for the
benefit  of the  Special  Servicer.  Such  income  and gain  (net of  losses  as
contemplated  below) may be  withdrawn  by Trustee,  the Master  Servicer or the
Special Servicer, as applicable, from time to time. The amount of any net losses
incurred in respect of any such investments in the Collection  Account,  Grantor
Trust Collection  Account or Interest Reserve Account,  shall be for the account
of the  Master  Servicer  which  shall  deposit  the amount of such loss (to the
extent not offset by income from other  investments) in the Collection  Account,
Grantor Trust Collection Account or the Interest Reserve Account, as applicable,
out of its own funds before the related  Remittance  Date. The amount of any net
losses incurred in respect of any such investments in the Distribution  Account,
the Excess  Liquidation  Proceeds  Account  and the Grantor  Trust  Distribution
Account  shall be for the account of the Trustee  which shall deposit the amount
of such loss (to the extent not offset by income from other  investments) in the
Distribution  Account,  the Excess  Liquidation  Proceeds Account or the Grantor
Trust  Distribution  Account,  as  applicable,  out of its own funds  before the
related  Distribution  Date. The amount of any net losses incurred in respect of
any such  investments in the REO Account shall be for the account of the Special
Servicer  which shall  deposit the amount of such loss (to the extent not offset
by income from other investments) in the REO Account out of its own funds before
the related Determination Date. The Master Servicer shall also deposit into each
Reserve Account any amounts representing net losses on Permitted  Investments in
which such Reserve  Accounts  have been  invested  before the date on which such
funds are required to be withdrawn from such account,  except to the extent that
amounts are invested for the benefit of the Borrower under applicable law or the
terms of the related Mortgage Loan. The income and gain realized from investment
of funds deposited in any Reserve Account shall be paid from time to time to the
related  Borrower to the extent  required  under the Mortgage Loan or applicable
law.

     (c)  Except as  otherwise  expressly  provided  in this  Agreement,  if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default  occurs  in any  other  performance  required  under any  Permitted
Investment,  the Trustee  may,  and upon the request of Holders of  Certificates
representing a majority of the aggregate Voting Rights of any Class shall,  take
such  action as may be  appropriate  to enforce  such  payment  or  performance,
including the  institution and  prosecution of appropriate  proceedings.  In the
event the Trustee  takes any such action,  the Trust Fund shall pay or reimburse
the  Trustee  for  all  reasonable  out-of-pocket  expenses,  disbursements  and
advances incurred or made by the Trustee in connection  therewith.  In the event
that the Trustee  does not take any such  action,  the Master  Servicer may take
such action at its own cost and expense.

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     SECTION 3.8.     Maintenance of Insurance Policies and Errors and Omissions
and Fidelity Coverage.

     (a) The Master Servicer on behalf of the Trustee,  as mortgagee,  shall use
its best efforts in accordance with the Servicing  Standard to cause the related
Borrower to maintain, to the extent required or permitted to be required by each
Mortgage Loan (other than REO Mortgage  Loans),  and if the Borrower does not so
maintain,  shall itself  maintain  (subject to the  provisions of this Agreement
concerning  Nonrecoverable  Advances) to the extent the Trustee as mortgagee has
an insurable  interest and to the extent  available at  commercially  reasonable
rates,  (A) fire and hazard  insurance  from a Qualified  Insurer with  extended
coverage on the related Mortgaged  Property in an amount which is at least equal
to  the  lesser  of  (i)  100%  of  the  then  "full  replacement  cost"  of the
improvements  and  equipment  (excluding  foundations,  footings and  excavation
costs),  without deduction for physical  depreciation,  and (ii) the outstanding
principal  balance  of the  related  Mortgage  Loan or such  other  amount as is
necessary to prevent any  reduction in such policy by reason of the  application
of  co-insurance  and to prevent the Trustee as mortgagee  thereunder from being
deemed to be a  co-insurer,  in each case with a  replacement  cost  rider,  (B)
insurance from a Qualified Insurer providing  coverage against 18 months of rent
interruptions  and (C) such  other  insurance  as  provided  under  the  subject
Mortgage Loan (including public liability  insurance) from a Qualified  Insurer.
The Special  Servicer shall  maintain,  to the extent  available at commercially
reasonable  rates,  fire and hazard  insurance  from a  Qualified  Insurer  with
extended  coverage on each REO  Property in an amount which is at least equal to
100% of the then  "full  replacement  cost" of the  improvements  and  equipment
(excluding  foundations,  footings and excavation costs),  without deduction for
physical  depreciation.  The  Special  Servicer  shall  maintain,  to the extent
available at  commercially  reasonable  rates,  from a Qualified  Insurer,  with
respect to each REO  Property  (A) public  liability  insurance  providing  such
coverage against such risks as the Special Servicer determines,  consistent with
the related Mortgage and the Servicing Standard,  to be in the best interests of
the Trust  Fund,  and shall  cause to be  maintained  with  respect  to each REO
Property  (B)   insurance   providing   coverage   against  18  months  of  rent
interruptions,  and (C) such other  insurance,  in each case as  required in the
related Mortgage Loan Documents. In the case of any insurance otherwise required
to be  maintained  pursuant  to this  section  that is not  being so  maintained
because the Master Servicer or the Special Servicer,  as applicable,  has deemed
that it is not available at commercially  reasonable  rates, the Master Servicer
or the Special Servicer,  as applicable,  shall deliver an Officer's Certificate
to the Trustee,  the Controlling  Class  Representative,  and each of the Rating
Agencies  detailing the steps that the Master Servicer or the Special  Servicer,
as  applicable,  took in seeking such insurance and the factors which led to its
determination that such insurance is not so available.  Any amounts collected by
the Master  Servicer  or the Special  Servicer,  as  applicable,  under any such
policies  (other than amounts to be applied to the  restoration or repair of the
related  Mortgaged  Property  or  amounts  to be  released  to the  Borrower  in
accordance  with the terms of the related  Mortgage) shall be deposited into the
Collection  Account pursuant to Section 3.5,  subject to withdrawal  pursuant to
Section 3.6. Any cost incurred by the Master  Servicer in  maintaining  any such
insurance   shall  not,  for  the  purpose  of  calculating   distributions   to
Certificateholders,  be added to the unpaid  principal  balance  of the  related
Mortgage Loan,  notwithstanding  that the terms of such Mortgage Loan so permit.
It is understood  and agreed that no earthquake  or other  additional  insurance
other than flood

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<PAGE>


insurance  is to be required of any Borrower or to be  maintained  by the Master
Servicer or the Special Servicer other than pursuant to the terms of the related
Mortgage Loan Documents and pursuant to such  applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the Mortgaged Property is located in a federally designated special flood hazard
area,  the Master  Servicer  will use its best  efforts in  accordance  with the
Servicing  Standard to cause the related  Borrower to  maintain,  or will itself
obtain  (subject to the provisions of this Agreement  concerning  Nonrecoverable
Advances),  flood  insurance  in  respect  thereof to the  extent  available  at
commercially reasonable rates, to the extent required under the related Mortgage
Loan  Documents.  Such flood insurance shall be in an amount equal to the lesser
of (i) the unpaid  principal  balance of the related  Mortgage Loan and (ii) the
maximum amount of such insurance  required by the terms of the related  Mortgage
and as is available for the related  property under the national flood insurance
program   (assuming  that  the  area  in  which  such  property  is  located  is
participating  in such  program).  If an REO  Property is located in a federally
designated  special  flood hazard area,  the Special  Servicer will obtain flood
insurance  in respect  thereof  providing  substantially  the same  coverage  as
described  in the  preceding  sentences.  If at any time during the term of this
Agreement  a  recovery  under a flood or fire and  hazard  insurance  policy  in
respect of an REO  Property is not  available  but would have been  available if
such insurance were maintained  thereon in accordance with the standards applied
to Mortgaged  Properties described herein, the Special Servicer shall either (i)
immediately  deposit into the  Collection  Account from its own funds the amount
that would have been  recovered or (ii) apply to the  restoration  and repair of
the property  from its own funds the amount that would have been  recovered,  if
such  application  would be consistent with the servicing  standard set forth in
Section  3.1(a);  provided,  however,  that the  Special  Servicer  shall not be
responsible for any shortfall in insurance  proceeds resulting from an insurer's
refusal or inability to pay a claim. Costs to the Master Servicer of maintaining
insurance  policies  pursuant  to this  Section  3.8 shall be paid by the Master
Servicer as a Servicing Advance and shall be reimbursable to the Master Servicer
with  interest  at the  Advance  Rate,  and  costs to the  Special  Servicer  of
maintaining  insurance  policies  pursuant to this Section 3.8 shall be paid and
reimbursed in accordance with Section 3.17(b).

     On or before the Closing Date,  with respect to each of the Mortgage Loans,
the Depositor shall notify the insurer under the related Environmental Insurance
Policy and take all other action on behalf of the Trustee that is necessary  for
the Trustee,  for the benefit of the  Certificateholders,  to be an insured (and
for the Master  Servicer,  on behalf of the Trust,  to make  claims)  under such
Environmental Insurance Policy. In the event that the Master Servicer has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any  Environmental  Insurance  Policy in respect of any Mortgage Loan, the
Master  Servicer  shall,  in  accordance  with the  terms of such  Environmental
Insurance Policy and the Servicing Standard, timely make a claim thereunder with
the appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such Environmental Insurance Policy
in  order  to  realize   the  full  value   thereof   for  the  benefit  of  the
Certificateholders,  but only if the Master  Servicer  determines  that making a
claim or  taking  such  other  actions  would be in the  best  interests  of the
Certificateholders.  With  respect  to each  Environmental  Insurance  Policy in
respect of a Mortgage  Loan, the Master  Servicer  shall review and  familiarize
itself with the terms and conditions relating to enforcement of claims and shall
monitor  the dates by which any claim must be made or any  action  must be taken
under such

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policy  to   realize   the  full   value   thereof   for  the   benefit  of  the
Certificateholders  in the event the Master Servicer has actual  knowledge of an
Insured Environmental Event giving rise to a claim under such policy.

          In  the  event  that  the  Master  Servicer  receives  notice  of  any
termination  of any  Environmental  Insurance  Policy with respect to a Mortgage
Loan, the Master Servicer shall, within five Business Days after receipt of such
notice, notify the Special Servicer,  the Controlling Class Representative,  the
Rating Agencies and the Trustee of such termination in writing.  Upon receipt of
such notice,  the Master  Servicer shall address such  termination in accordance
with this Section 3.8(a). Any legal fees,  premiums or other out-of-pocket costs
incurred  in  accordance  with  the  Servicing  Standard  in  connection  with a
resolution of such  termination of an  Environmental  Insurance  Policy shall be
paid by the  Master  Servicer  and shall be  reimbursable  to it as a  Servicing
Advance.

          The Master Servicer (or with respect to any REO Property,  the Special
Servicer)  shall require that all insurance  policies  required  hereunder shall
name the Trustee or the Master  Servicer (or with  respect to any REO  Property,
the Special Servicer),  on behalf of the Trustee as the mortgagee, as loss payee
and that all such  insurance  policies  require that 30 days' notice be given to
the Master  Servicer  before  termination to the extent  required by the related
Mortgage Loan Documents.

          (b) (i) If the Master  Servicer or Special  Servicer,  as  applicable,
obtains and maintains a blanket insurance policy with a Qualified Insurer at its
own expense insuring against fire and hazard losses, 18-month rent interruptions
or other  required  insurance on all of the Mortgage  Loans and provides no less
coverage in scope and amount for such  Mortgaged  Property or REO Property  than
the insurance  required to be maintained  pursuant to Section  3.8(a),  it shall
conclusively  be  deemed  to  have  satisfied  its  obligations  concerning  the
maintenance of such  insurance  coverage set forth in Section  3.8(a),  it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer or Special Servicer, as applicable, shall, in the event
that (i)  there  shall not have been  maintained  on one or more of the  related
Mortgaged Properties a policy otherwise complying with the provisions of Section
3.8(a),  and (ii) there shall have been one or more losses which would have been
covered by such a policy had it been  maintained,  immediately  deposit into the
Collection Account from its own funds the amount not otherwise payable under the
blanket  policy  because of such  deductible  clause to the extent that any such
deductible  exceeds the  deductible  limitation  that  pertained  to the related
Mortgage Loan, or, in the absence of such deductible limitation,  the deductible
limitation  for an  individual  policy which is  consistent  with the  Servicing
Standard.  In  connection  with its  activities  as Master  Servicer  or Special
Servicer hereunder, as applicable,  the Master Servicer and the Special Servicer
each  agrees to prepare  and  present,  on behalf of  itself,  the  Trustee  and
Certificateholders, claims under any such blanket policy which it maintains in a
timely  fashion  in  accordance  with the terms of such  policy and to take such
reasonable  steps  as are  necessary  to  receive  payment  or  permit  recovery
thereunder.

              (ii)  If  the  Master  Servicer  or   the  Special   Servicer,  as
applicable,  causes any  Mortgaged  Property or REO  Property to be covered by a
master  force  placed  insurance  policy,  which policy is issued by a Qualified
Insurer  and  provides no less  coverage in scope and amount for such  Mortgaged
Property or REO Property than the insurance required to be

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maintained  pursuant to Section 3.8(a),  the Master Servicer or Special Servicer
shall  conclusively  be deemed to have  satisfied  its  obligations  to maintain
insurance  pursuant to Section  3.8(a).  Such  policy may  contain a  deductible
clause,  in which case the Master Servicer or Special  Servicer,  as applicable,
shall, in the event that (i) there shall not have been maintained on the related
Mortgaged  Property  or REO  Property  a  policy  otherwise  complying  with the
provisions of Section 3.8(a),  and (ii) there shall have been one or more losses
which  would  have  been  covered  by  such a  policy  had it  been  maintained,
immediately  deposit into the  Collection  Account from its own funds the amount
not otherwise payable under such policy because of such deductible to the extent
that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible  limitation  for an individual  policy which is  consistent  with the
Servicing Standard.

          (c)  Each of the  Master  Servicer  and  the  Special  Servicer  shall
maintain a fidelity  bond in the form and amount  that would meet the  servicing
requirements of prudent  institutional  commercial mortgage loan servicers.  The
Master Servicer or the Special Servicer, as applicable,  shall be deemed to have
complied  with  this  provision  if one of its  respective  Affiliates  has such
fidelity bond coverage  and, by the terms of such  fidelity  bond,  the coverage
afforded  thereunder extends to the Master Servicer or the Special Servicer,  as
applicable.  In addition,  each of the Master Servicer and the Special  Servicer
shall keep in force  during the term of this  Agreement  a policy or policies of
insurance  covering loss  occasioned by the errors and omissions of its officers
and employees in connection  with its  obligations to service the Mortgage Loans
hereunder in the form and amount that would meet the servicing  requirements  of
prudent institutional commercial mortgage loan servicers. All fidelity bonds and
policies of errors and omissions  insurance  obtained  under this Section 3.8(c)
shall be issued by a Qualified Insurer.  Notwithstanding the foregoing,  so long
as the long-term  unsecured debt  obligations of the Master  Servicer or Special
Servicer, as applicable,  or its respective corporate parent have been rated "A"
or better by each Rating  Agency (or such lower rating for which  Rating  Agency
Confirmation  has been obtained),  the Master Servicer or Special  Servicer,  as
applicable,  shall be  entitled  to provide  self-insurance  or obtain  from its
respective corporate parent adequate insurance,  as applicable,  with respect to
its obligation  hereunder to maintain a fidelity bond or an errors and omissions
insurance policy.

          SECTION   3.9.    Enforcement  of  Due-On-Sale   Clauses;   Assumption
Agreements.

          (a) If any  Mortgage  Loan  contains  a  provision  in the nature of a
"due-on-sale" clause, which, by its terms:

               (i) provides that such Mortgage Loan shall (or may at the related
mortgagee's option) become due and payable upon the sale or other transfer of an
interest in the related Mortgaged Property, or

               (ii) provides that such Mortgage Loan may not be assumed  without
the consent of the related  mortgagee in connection  with any such sale or other
transfer,


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then,  for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the
Master Servicer or the Special Servicer,  as applicable,  on behalf of the Trust
Fund,  shall exercise or waive (subject to Sections 3.27 and 3.28) the Trustee's
rights as  mortgagee  under such  provision  in  accordance  with the  Servicing
Standard;  provided,  that the  Master  Servicer  or the  Special  Servicer,  as
applicable,  shall have first obtained (x) Rating Agency  Confirmation  from (A)
____, with respect to any Mortgage Loan, group of cross-collateralized  Mortgage
Loans or group of  Mortgage  Loans  with  affiliated  Borrowers  that has a then
outstanding  Stated  Principal  Balance  equal to or greater  than the lesser of
$______________ and ___% of the then outstanding Stated Principal Balance of all
of the Mortgage Loans,  and (B) _______,  with respect to any Mortgage Loan that
at such time has one of the ___ largest  outstanding  principal  balances in the
Trust Fund and (y) in the case of the Master Servicer, the prior written consent
of the Special  Servicer  (which  consent  shall be deemed given unless  written
objection is received by the Master  Servicer  within 10 Business Days after the
Special  Servicer and the Controlling  Class  Representative  have been notified
thereof and have been provided with all reasonably  requested  information  with
respect thereto).  The Master Servicer or the Special  Servicer,  as applicable,
shall use its  reasonable  efforts to have the cost,  if any, of obtaining  such
confirmations  paid by the  Borrower;  if such cost is not paid by the Borrower,
the Master  Servicer  shall advance such amount as a Servicing  Advance,  unless
such Advance would be a Nonrecoverable  Advance.  Subject to the foregoing,  the
Master  Servicer or Special  Servicer,  as applicable,  is authorized to take or
enter  into an  assumption  agreement  from  or with  the  Person  to whom  such
Mortgaged  Property  has been or is  about to be  conveyed,  or to  release  the
original  related Borrower from liability upon such Mortgage Loan and substitute
the new  Borrower as obligor  thereon.  Subject to Section  3.27,  to the extent
permitted by law, the Master Servicer or Special Servicer, as applicable,  shall
enter into an assumption or substitution  agreement only if the credit status of
the prospective new Borrower is in compliance with (x) the Master  Servicer's or
Special Servicer's,  as applicable,  regular commercial mortgage  origination or
servicing standards and criteria, (y) the terms of the related Mortgage Loan and
(z) the  Servicing  Standard.  The  Master  Servicer  or  Special  Servicer,  as
applicable,  shall notify the Trustee that any such  assumption or  substitution
agreement  has been  completed by forwarding to the Trustee the original of such
agreement, which document shall be added to the related Mortgage File and shall,
for all purposes,  be considered a part of such Mortgage File to the same extent
as  all  other  documents  and  instruments  constituting  a  part  thereof.  In
connection  with any such  assumption or  substitution  agreement,  the Mortgage
Rate,   principal  amount  and  other  material  payment  terms  (including  any
cross-collateralization  and  cross-default  provisions)  of such  Mortgage Loan
pursuant to the related  Note and Mortgage  shall not be changed,  other than in
connection with a default or reasonably  foreseeable default with respect to the
Mortgage  Loan.  Assumption  fees  collected  by the Master  Servicer or Special
Servicer,  as  applicable,  for  entering  into an  assumption  or  substitution
agreement will be retained by the Master  Servicer or the Special  Servicer,  as
applicable, as additional servicing compensation. Notwithstanding the foregoing,
the Master  Servicer  or Special  Servicer,  as  applicable,  may consent to the
assumption  of a Mortgage  Loan by a  prospective  new  Borrower in a bankruptcy
proceeding involving the related Mortgaged Property.

     (b)  If  any  Mortgage  Loan  contains  a  provision  in  the  nature  of a
"due-on-encumbrance" clause, which, by its terms:


                                       85
<PAGE>


          (i)  provides  that such  Mortgage  Loan shall (or may at the  related
mortgagee's  option)  become due and  payable  upon the  creation of any lien or
other encumbrance on such Mortgaged Property, or

          (ii) requires the consent of the related  mortgagee to the creation of
any such lien or other encumbrance on such Mortgaged Property,

then,  for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the
Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund,
shall enforce  (subject to Sections  3.27 and 3.28) the  Trustee's  rights under
such  provision to (x) accelerate the payments due on such Mortgage Loan, or (y)
withhold its consent to the creation of any such lien or other  encumbrance,  as
applicable,  except,  in each case,  to the extent  that the Master  Servicer or
Special  Servicer,  as  applicable,  acting  in  accordance  with the  Servicing
Standard, determines that such enforcement would not be in the best interests of
the Trust Fund;  provided  that,  the Master  Servicer or Special  Servicer,  as
applicable,  will not consent to the  creation  of any such lien or  encumbrance
unless it shall have first obtained (x) Rating Agency  Confirmation from each of
the  Rating  Agencies  and (y) in the case of the  Master  Servicer,  the  prior
written  consent of the Special  Servicer  (which  consent shall be deemed given
unless written  objection is received by the Master  Servicer within 10 Business
Days after the Special Servicer and the Controlling  Class  Representative  have
been  notified  thereof and have been  provided  with all  reasonably  requested
information with respect thereto).  The Master Servicer or Special Servicer,  as
applicable,  shall  use its  reasonable  efforts  to have the cost,  if any,  of
obtaining such confirmations  paid by the Borrower;  if such cost is not paid by
the  Borrower,  the Master  Servicer  shall  advance  such amount as a Servicing
Advance, unless such Advance would be a Nonrecoverable Advance.  Notwithstanding
the  foregoing,  but  subject to Section  3.27,  the Master  Servicer or Special
Servicer,  as  applicable,  may forbear from  enforcing  any  due-on-encumbrance
provision in connection with any junior or senior lien on the Mortgaged Property
imposed in connection  with any  bankruptcy  proceeding  involving the Mortgaged
Property.

          (c)  Nothing  in this  Section  3.9 shall  constitute  a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other  encumbrance with respect to such Mortgaged
Property.

          (d) In  connection  with the  taking of, or the  failure to take,  any
action pursuant to this Section 3.9, the Master Servicer or Special Servicer, as
applicable,  shall not agree to modify,  waive or amend,  and no  assumption  or
substitution agreement entered into pursuant to Section 3.9(a) shall contain any
terms that are different from, any term of any Mortgage Loan or the related Note
or Mortgage.

          SECTION 3.10.   Realization Upon Mortgage Loans.

          (a) Subject to Section 3.27,  with respect to any  Specially  Serviced

Mortgage Loan,  the Special  Servicer shall  determine,  in accordance  with the
Servicing Standard, whether to grant a modification,  waiver or amendment of the
terms of such  Specially  Serviced  Mortgage Loan,  (subject to the  limitations
contained in Section 3.28) commence foreclosure proceedings or

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<PAGE>


attempt to sell such  Specially  Serviced  Mortgage Loan with reference to which
course of action is reasonably likely to produce a greater recovery on a present
value basis with respect to such Specially Serviced Mortgage Loan.

     (b) In connection  with any  foreclosure or other  acquisition,  the Master
Servicer  shall,  at the  direction of the Special  Servicer,  pay the costs and
expenses in any such proceedings as an Advance.

            If the  Special  Servicer  elects  to  proceed  with a  non-judicial
foreclosure in accordance with the laws of the state where the related Mortgaged
Property is  located,  the  Special  Servicer  shall not be required to pursue a
deficiency  judgment  against the related  Borrower or any other liable party if
the  laws of  such  state  do not  permit  such a  deficiency  judgment  after a
non-judicial  foreclosure  or if the Special  Servicer  determines,  in its best
judgment, that the likely recovery if a deficiency judgment is obtained will not
be sufficient to warrant the cost,  time,  expense  and/or  exposure of pursuing
such a deficiency  judgment and such  determination is evidenced by an Officer's
Certificate delivered to the Trustee.

            In the event that title to any  Mortgaged  Property  is  acquired in
foreclosure or by deed in lieu of  foreclosure,  the deed or certificate of sale
shall be issued to the Trustee,  or to its nominee  (which shall not include the
Master Servicer or the Special  Servicer) or a separate trustee or co-trustee on
behalf of the  Trustee,  as the holder of the REMIC I Regular  Interests  and as
Trustee for the  Certificateholders.  Notwithstanding  any such  acquisition  of
title and  cancellation  of the related  Mortgage Loan, such Mortgage Loan shall
(except for purposes of Section 9.1) be considered to be a Mortgage Loan held in
the Trust Fund until such time as the related REO Property  shall be sold by the
Trust Fund and the Stated  Principal  Balance of each REO Mortgage Loan shall be
reduced by any Net REO Proceeds  allocated  to  principal.  Consistent  with the
foregoing,  for purposes of all calculations hereunder, so long as such Mortgage
Loan shall be considered to be an outstanding Mortgage Loan:

          (i) it shall be assumed that,  notwithstanding  that the  indebtedness
evidenced  by the related  Note shall have been  discharged,  such Note and, for
purposes  of  determining  the Stated  Principal  Balance  thereof,  the related
amortization  schedule in effect at the time of any such  acquisition  of title,
remain in effect; and

          (ii) Net REO  Proceeds  received  in any  month  shall be deemed to be
treated: first, as a recovery of any related and unreimbursed Servicing Advances
and,  if  applicable,  unpaid  Liquidation  Expenses;  second,  as a recovery of
accrued  and  unpaid  interest  on the  related  REO  Mortgage  Loan to, but not
including, the Due Date in the Collection Period of receipt, exclusive, however,
of any portion of such  accrued and unpaid  interest  that  constitutes  Default
Interest  or,  in  the  case  of  an  REO  Mortgage   Loan  that  relates  to  a
Hyper-Amortization  Loan after its  Hyper-Amortization  Date,  that  constitutes
Deferred Interest; third, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance; fourth, as a recovery
of any  Prepayment  Premium deemed to be due and owing in respect of the related
REO Mortgage  Loan;  fifth,  as a recovery of any other amounts deemed to be due
and owing in respect of the related REO Mortgage  Loan (other than,  in the case
of an REO  Mortgage  Loan that  relates to a  Hyper-Amortization  Loan after its
Hyper-Amortization Date, accrued and

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<PAGE>


unpaid Deferred  Interest);  and sixth, in the case of an REO Mortgage Loan that
relates to a  Hyper-Amortization  Loan after its  Hyper-Amortization  Date,  any
accrued and unpaid Deferred Interest.

     (c)  Notwithstanding  any provision to the contrary,  the Special  Servicer
shall not  acquire  for the  benefit  of the Trust  Fund any  personal  property
pursuant to this Section 3.10 unless either:

          (i) such personal  property is incident to real  property  (within the
meaning of Section  856(e)(1)  of the Code) so acquired by the Special  Servicer
for the benefit of the Trust Fund; or

          (ii) the Special Servicer shall have requested and received an Opinion
of Counsel (the cost of such opinion  shall be advanced as a Servicing  Advance,
unless such Advance  would be a  Nonrecoverable  Advance) to the effect that the
holding of such personal  property by REMIC I will not cause the imposition of a
tax on REMIC I, REMIC II or REMIC III under the REMIC  Provisions or cause REMIC
I,  REMIC II or REMIC  III to fail to  qualify  as a REMIC at any time  that any
Certificate is outstanding.

     (d)  Notwithstanding  any provision to the contrary in this Agreement,  the
Special  Servicer  shall not, on behalf of the Trust Fund,  obtain  title to any
direct or indirect partnership interest or other equity interest in any Borrower
pledged  pursuant to any pledge agreement unless the Special Servicer shall have
requested  and received an Opinion of Counsel (the cost of such opinion shall be
advanced as a Servicing  Advance,  unless such Advance would be a Nonrecoverable
Advance)  to the effect  that the holding of such  partnership  or other  equity
interest  by the Trust Fund will not cause the  imposition  of a tax on REMIC I,
REMIC II or REMIC III under the REMIC  Provisions  or cause REMIC I, REMIC II or
REMIC  III to fail to  qualify  as a REMIC at any time that any  Certificate  is
outstanding.

     (e)  Notwithstanding  any  provision  to the  contrary  contained  in  this
Agreement  (but subject to Section  3.27),  the Special  Servicer  shall not, on
behalf of the Trust Fund, obtain title to a Mortgaged Property as a result of or
in lieu of  foreclosure  or  otherwise  obtain  title to any direct or  indirect
partnership  interest or other equity interest in any Borrower  pledged pursuant
to a pledge  agreement  and  thereby  be the  beneficial  owner  of a  Mortgaged
Property,  and  shall not  otherwise  acquire  possession  of, or take any other
action  with  respect  to, any  Mortgaged  Property  if, as a result of any such
action,  the  Trustee,  for the Trust Fund or the  Certificateholders,  would be
considered to hold title to, to be a  "mortgagee-in-possession"  of, or to be an
"owner" or  "operator"  of such  Mortgaged  Property  within the  meaning of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended from time to time, or any comparable  law,  unless the Special  Servicer
has previously determined in accordance with the Servicing Standard, based on an
updated  Phase I  Environmental  Assessment  report  prepared  (not more than 12
months  prior  to the  taking  of  such  action)  by a  Qualified  Environmental
Consultant,  that:

               (A) such  Mortgaged  Property is in  compliance  with  applicable
environmental laws or, if not, after consultation with a Qualified Environmental
Consultant, that


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<PAGE>



it would be in the best economic interest of the Trust Fund to take such actions
as are necessary to bring such Mortgaged Property in compliance  therewith,  and

               (A) there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any Hazardous Materials for which
investigation,  testing, monitoring,  containment, clean-up or remediation could
be  required  under  any  currently  effective  federal,  state or local  law or
regulation,  or that, if any such Hazardous Materials are present for which such
action  could be required,  after  consultation  with a Qualified  Environmental
Consultant,  it would be in the best economic interest of the Trust Fund to take
such actions with respect to such Mortgaged Property.

            In the  event  that  the  Phase  I  Environmental  Assessment  first
obtained or updated by the Special Servicer with respect to a Mortgaged Property
indicates that such Mortgaged  Property may not be in compliance with applicable
environmental  laws or that  Hazardous  Materials  may be  present  but does not
definitively  establish such fact, the Special Servicer shall cause such further
environmental  tests as the Special  Servicer  shall deem prudent to protect the
interests of  Certificateholders  to be  conducted by a Qualified  Environmental
Consultant.  Any such tests  shall be deemed  part of the Phase I  Environmental
Assessment  obtained by the Special  Servicer for purposes of this Section 3.10.
The Master  Servicer shall at the direction of the Special  Servicer pay for the
cost of  preparation  of such Phase I  Environmental  Assessments as well as the
cost of any remedial, corrective or other further action contemplated by clauses
(A) and/or (B) of this  Section  3.10(e) as a  Servicing  Advance,  unless  such
Advance would be a Non-recoverable Advance.

     (f) The  Special  Servicer  shall  report  to the  IRS  and to the  related
Borrower,  in the manner required by applicable law, the information required to
be reported  regarding any Mortgaged  Property which is abandoned or foreclosed.
The Special Servicer shall deliver a copy of any such report to the Trustee.

     SECTION 3.11.     Trustee to Cooperate; Release of Mortgage Files.

            Upon the payment in full of any Mortgage Loan, or the receipt by the
Master  Servicer of a  notification  that payment in full has been escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Trustee and the  Custodian by a  certification  (which  certification  shall
include a statement to the effect that all amounts received or to be received in
connection  with  such  payment  which  are  required  to be  deposited  in  the
Collection Account pursuant to Section 3.5(a) have been or will be so deposited)
of a Servicing Officer and shall request delivery to it of the Mortgage File. No
expenses  incurred in connection  with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Trust Fund.

            From time to time upon request of the Master Servicer or the Special
Servicer,  and  delivery  to the  Trustee  and the  Custodian  of a Request  for
Release,  the Trustee shall promptly cause the Custodian to release the Mortgage
File (or any  portion  thereof)  designated  in such  Request for Release to the
Master Servicer or the Special Servicer, as applicable. Upon receipt of (a) such
Mortgage File (or portion thereof) by the Custodian from the Master Servicer

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<PAGE>


or the Special Servicer, as applicable,  or (b) in the event of a liquidation or
conversion of the related Mortgage Loan into an REO Property, a certificate of a
Servicing  Officer  stating that such Mortgage Loan was  liquidated and that all
amounts received or to be received in connection with such liquidation which are
required to be deposited into the  Collection  Account or  Distribution  Account
have been so  deposited,  or that such Mortgage Loan has become an REO Property,
the Custodian upon request by the Master  Servicer or the Special  Servicer,  as
applicable,  shall either return the Request for Release to the Master  Servicer
or the Special Servicer, as applicable, or acknowledge in writing its receipt of
the Trustee Mortgage File.

            Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Special  Servicer any court  pleadings,  requests for
trustee's sale or other documents  prepared by the Special Servicer,  its agents
or attorneys,  necessary to the  foreclosure or trustee's sale in respect of the
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the related Note or Mortgage or to obtain a deficiency judgment,  or
to enforce  any other  remedies  or rights  provided by such Note or Mortgage or
otherwise available at law or in equity. Each such certification shall include a
request  that such  pleadings  or  documents  be  executed  by the Trustee and a
statement as to the reason such documents or pleadings are required and that the
execution and delivery  thereof by the Trustee will not  invalidate or otherwise
affect the lien of the related  Mortgage,  except for the  termination of such a
lien upon completion of the foreclosure or trustee's sale.

     SECTION 3.12.     Servicing Compensation.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be  entitled to the Master  Servicing  Fee,  which shall be payable  solely from
receipts on the related  Mortgage  Loans,  and may be withheld  from payments on
account  of  interest  prior to  deposit in the  Collection  Account,  or may be
withdrawn from certain  amounts on deposit in the  Collection  Account as and to
the extent set forth in Section 3.6(a)(iv).  The Master Servicer's rights to the
Master  Servicing  Fee may not be  transferred  in  whole or in part  except  in
connection  with the transfer of all of the Master  Servicer's  responsibilities
and obligations under this Agreement.  In addition, the Master Servicer shall be
entitled  to receive,  as  additional  servicing  compensation,  any  Prepayment
Interest  Excess (to the extent not  otherwise  allocable  to offset  Prepayment
Interest  Shortfalls  in  accordance  with  Section  3.25)  and,  to the  extent
permitted  by  applicable  law and the  related  Notes and  Mortgages,  any late
payment charges or late fees (to the extent not used to offset Advance  Interest
Amounts as  provided  herein),  NSF check  charges  (including  with  respect to
Specially  Serviced  Mortgage  Loans),   demand  fees,   assumption  fees,  loan
modification fees, loan service transaction fees, beneficiary statement charges,
or  similar  items  (but  not  including  any  Default  Interest  or  Prepayment
Premiums), in each case to the extent received with respect to any Mortgage Loan
that is not a Specially  Serviced  Mortgage Loan. The Master Servicer shall also
be  entitled  pursuant  to, and to the extent  provided  in,  Section  3.7(b) to
withdraw from the Collection  Account,  the Grantor Trust Collection Account and
the Interest  Reserve  Account and to receive from the Reserve  Accounts (to the
extent not required to be paid to the related  Borrower  pursuant to the related
Mortgage Loan  Documents or applicable  law) any interest or other income earned
on deposits therein.


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      Notwithstanding anything herein to the contrary, Midland may at its option
assign or  pledge to any third  party or  retain  for  itself  the  Transferable
Servicing Interest;  provided,  however, that in the event of any resignation or
termination  of the Master  Servicer,  all or any  portion  of the  Transferable
Servicing  Interest  may be  reduced by the  Trustee  to the  extent  reasonably
necessary  (in the sole  discretion  of the Trustee) for the Trustee to obtain a
qualified  successor  Master Servicer (which  successor may include the Trustee)
that meets the  requirements  of Section  6.4(b) and who  requires  market  rate
servicing compensation that accrues at a per annum rate in excess of the Minimum
Master  Servicing  Fee Rate.  The  Master  Servicer  shall pay the  Transferable
Servicing  Interest to the holder of the Transferable  Servicing Interest (i.e.,
Midland  or any such  third  party) at such time and to the  extent  the  Master
Servicer is entitled to receive payment of its Master  Servicing Fees hereunder,
notwithstanding  any resignation or termination of Midland hereunder (subject to
reduction pursuant to the preceding sentence).

      Except as otherwise  provided  herein,  the Master  Servicer shall pay all
expenses incurred by it in connection with its servicing  activities  hereunder.
The Master  Servicer  shall  promptly pay,  when due, out of its own funds,  all
surveillance  fees  of  the  Rating  Agencies  relating  to  the  rating  of the
Certificates.

     (b) As  compensation  for its activities  hereunder,  the Special  Servicer
shall be entitled to the Special  Servicing  Fee with respect to each  Specially
Serviced  Mortgage  Loan,  which shall be payable from amounts on deposit in the
Collection  Account as set forth in Section  3.6(a)(iv).  The Special Servicer's
rights to the Special  Servicing Fee may not be  transferred in whole or in part
except  in  connection  with  the  transfer  of all of  the  Special  Servicer's
responsibilities  and  obligations  under this Agreement.  The Special  Servicer
shall also be  entitled  pursuant  to, and to the extent  provided  in,  Section
3.7(b) to withdraw  from any REO Account any interest or other income  earned on
deposits therein.

            In addition,  the Special Servicer shall be entitled to receive,  as
additional Servicing Compensation, to the extent permitted by applicable law and
the related Notes and Mortgages,  any late payment  charges or late fees (to the
extent not used to offset Advance Interest Amounts as provided  herein),  demand
fees,  assumption  fees, loan  modification  fees,  extension fees, loan service
transaction  fees,  beneficiary  statement  charges,  or similar  items (but not
including  any Default  Interest or  Prepayment  Premiums),  in each case to the
extent received with respect to any Specially Serviced Mortgage Loan.

            Furthermore,  the Special Servicer shall be entitled to receive,  as
additional  Servicing  Compensation,  a workout fee (the "Workout Fee") equal to
the  product of ____% and the amount of Net  Collections  received by the Master
Servicer or the Special  Servicer with respect to each Corrected  Mortgage Loan.
If any Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan,
any right to the  Workout  Fee with  respect  to such  Mortgage  Loan  earned in
connection with the initial modification, restructuring or workout thereof shall
terminate,  and the Special  Servicer shall be entitled to a new Workout Fee for
such Mortgage Loan upon resolution or workout of the subsequent event of default
under such Mortgage  Loan. If the Special  Servicer is terminated for any reason
hereunder  it shall  retain the right to receive  any  Workout  Fees  payable in
respect of any Mortgage Loans which became  Corrected  Mortgage Loans during the
period that it acted as Special  Servicer  (and the successor  Special  Servicer
shall

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<PAGE>


not be  entitled to any portion of such  Workout  Fees),  in each case until the
Workout Fees for any such Mortgage Loan ceases to be payable in accordance  with
this paragraph.

            Except as otherwise  provided herein, the Special Servicer shall pay
all  expenses  incurred  by it  in  connection  with  its  servicing  activities
hereunder.

     (c) In addition to other Special Servicer compensation provided for in this
Agreement,  and not in lieu thereof,  the Special  Servicer shall be entitled to
the  Disposition  Fee payable out of certain  Liquidation  Proceeds prior to the
deposit of the related Net Liquidation Proceeds in the Collection Account.

     (d) If the Master Servicer,  the Special Servicer or the Trustee receives a
request or inquiry from a Borrower,  any  Certificateholder  or any other Person
the response to which would, in the Master Servicer's, the Special Servicer's or
the  Trustee's  good  faith  business   judgment,   require  the  assistance  of
Independent  legal  counsel  or other  consultant  to the Master  Servicer,  the
Special  Servicer or the  Trustee,  the cost of which would not be an expense of
the Trust Fund hereunder,  then the Master Servicer, the Special Servicer or the
Trustee,  as the case may be,  shall  not be  required  to take  any  action  in
response   to  such   request  or  inquiry   unless   such   Borrower   or  such
Certificateholder  or such other Person, as applicable,  makes  arrangements for
the  payment of the Master  Servicer's,  the  Special  Servicer's  or  Trustee's
expenses  associated with such counsel or other consultant  (including,  without
limitation,  posting an advance  payment for such expenses)  satisfactory to the
Master Servicer, the Special Servicer or the Trustee, as the case may be, in its
sole discretion.  Unless such  arrangements have been made, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, shall have no liability
to any Person for the failure to respond to such request or inquiry.

     SECTION 3.13.     Reports to the Trustee; Collection Account Statements.

     (a) The Master  Servicer  shall deliver to the Paying Agent (in  electronic
format reasonably  acceptable to the Master Servicer and the Paying Agent), with
a copy to the Trustee and each Rating Agency, (i) no later than 3:00 p.m. on the
third  Business Day  preceding  the related  Distribution  Date (A) the Servicer
Remittance Report with respect to such  Determination Date (which shall include,
without  limitation,  the  amount  of the  Available  Funds  for REMIC I for the
related  Distribution Date) and (B) a written statement of required P&I Advances
for  the  related   Determination   Date  together  with  the   certificate  and
documentation  required by the definition of  Nonrecoverable  Advance related to
any  determination  that any such P&I Advance would  constitute a Nonrecoverable
Advance made as of such  Determination  Date.  The Master  Servicer shall not be
required to prepare  and deliver any of the CMSA SIP files  (other than the Loan
Periodic File) before the third Distribution Date after the Start-Up Date.

     (b) For so long as the Master  Servicer makes deposits into and withdrawals
from the Collection Account, not later than fifteen days after each Distribution
Date, the Master  Servicer shall forward to the Trustee a statement  prepared by
the Master Servicer setting forth the status of the Collection Account as of the
close of business on the last  Business  Day of the  related  Collection  Period
showing the aggregate amount of deposits into and withdrawals from

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the Collection Account for each category of deposit specified in Section 3.5 and
each category of withdrawal specified in Section 3.6 for such Collection Period.

     (c) The Trustee shall be entitled to rely  conclusively on and shall not be
responsible for the content or accuracy of any information provided to it by the
Master Servicer or the Special Servicer pursuant to this Agreement.

     SECTION 3.14.     Annual Statement as to Compliance.

            The Master  Servicer and the Special  Servicer  shall deliver to the
Trustee,  the Rating Agencies and to the Depositor on or before ________ of each
year, beginning with _________________,  an Officer's Certificate stating, as to
each  signatory  thereof,  (i) that a review  of the  activities  of the  Master
Servicer or the Special Servicer,  as applicable,  during the preceding calendar
year (or such  shorter  period from the  Closing  Date to the end of the related
calendar year) and of its  performance  under this Agreement has been made under
such officer's supervision,  (ii) that, to the best of such officer's knowledge,
based on such  review,  it has  fulfilled  in all  material  respects all of its
obligations under this Agreement  throughout such year (or such shorter period),
or, if there  has been a  default  in the  fulfillment  of any such  obligation,
specifying  each such  default  known to such  officer,  the  nature  and status
thereof and what action it proposes to take with respect thereto, (iii) that, to
the best of such  officer's  knowledge,  each  Sub-Servicer  has  fulfilled  its
obligations under its Sub-Servicing  Agreement in all material respects,  or, if
there  has been a  material  default  in the  fulfillment  of such  obligations,
specifying  each such  default  known to such  officer and the nature and status
thereof, and (iv) whether it has received any notice regarding qualification, or
challenging  the  status,  of REMIC I, REMIC II or REMIC III as a REMIC from the
IRS or any other governmental agency or body; provided,  that each of the Master
Servicer and the Special Servicer shall not be required to cause the delivery of
such  Officer's  Certificate  until April 15 in any given year so long as it has
received written  confirmation  from the Depositor that a Report on Form 10-K is
not required to be filed in respect of the Trust Fund for the preceding calendar
year.

     SECTION 3.15.     Annual Independent Public Accountants' Servicing Report.

            On   or   before   __________   of   each   year,   beginning   with
__________________,  the  Master  Servicer  and the  Special  Servicer  at their
expense  shall  cause  a  nationally   recognized  firm  of  Independent  public
accountants  (who may also render other  services to the Master  Servicer or the
Special  Servicer,  as applicable) to furnish to the Trustee,  the Depositor and
each Rating Agency a statement to the effect that such firm has examined certain
documents and records relating to the servicing of the Mortgage Loans under this
Agreement or the servicing of mortgage loans similar to the Mortgage Loans under
substantially  similar  agreements  for the  preceding  12  months  and that the
assertion  of  management  of  the  Master  Servicer  or  Special  Servicer,  as
applicable,  that it maintained an effective  internal  control  system over the
servicing of such  mortgage  loans is fairly  stated in all  material  respects,
based upon established criteria,  which statement meets the standards applicable
to accountant's reports intended for general distribution; provided that each of
the Master Servicer and the Special  Servicer shall not be required to cause the
delivery  of such  statement  until April 15 in any given year so long as it has
received written confirmation from the Depositor (a copy which shall be provided
to the Trustee)

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that a Report on Form 10-K is not  required  to be filed in respect of the Trust
Fund for the preceding calendar year.

     SECTION 3.16.     Access to Certain Documentation.

     (a) The Master  Servicer  and the  Special  Servicer  shall  provide to the
Trustee,   any   Certificateholders   that  are  federally   insured   financial
institutions,  the  Federal  Reserve  Board,  the  FDIC  and  the  OTS  and  the
supervisory agents and examiners of such boards and such  corporations,  and any
other  governmental  or  regulatory  body  to  the  jurisdiction  of  which  any
Certificateholder is subject, access to the documentation regarding the Mortgage
Loans required by applicable regulations of the Federal Reserve Board, FDIC, OTS
or any such  governmental  or regulatory  body,  such access being afforded only
upon  reasonable  request and during normal business hours at the offices of the
Master Servicer or the Special Servicer, as applicable.

     (b) Nothing in this Section 3.16 shall  detract from the  obligation of the
Master  Servicer or the Special  Servicer to observe any  applicable  law or any
provisions of the Mortgage Loan Documents prohibiting  disclosure of information
with  respect to the  Borrowers or the  Mortgage  Loans,  and the failure of the
Master  Servicer or the Special  Servicer,  as applicable,  to provide access as
provided  in  this  Section  3.16  as a  result  of such  obligation  shall  not
constitute a breach of this Section 3.16.

     SECTION 3.17.     Title and Management of REO Properties.

     (a) In the event that title to any  Mortgaged  Property is acquired for the
benefit of  Certificateholders in foreclosure or by deed in lieu of foreclosure,
the deed or  certificate  of sale shall be taken in the name of the Trustee,  or
its  nominee  (which  shall not  include  the  Master  Servicer  or the  Special
Servicer), or a separate trustee or co-trustee, on behalf of the Trust Fund. The
Special  Servicer shall maintain  accurate  records with respect to each related
REO Property reflecting the status of taxes, assessments and other similar items
that are or may become a lien on such REO  Property  and the status of insurance
premiums payable with respect thereto.  The Special  Servicer,  on behalf of the
Trust Fund,  shall dispose of any REO Property  within three taxable years after
the close of the taxable year in which the Trust Fund acquires ownership of such
REO Property (the "REO Grace Period") for purposes of Section  860G(a)(8) of the
Code, unless (i) the Special Servicer,  on behalf of REMIC I, has timely applied
for and  received an  extension  of such REO Grace  Period  pursuant to Sections
856(e)(3)  and  860G(a)(8)(A)  of the Code,  in which case the Special  Servicer
shall sell such REO Property by the end of the  applicable  extension  period or
(ii) the Special Servicer seeks and subsequently  receives an Opinion of Counsel
(the cost of such opinion  shall be advanced as a Servicing  Advance,  unless it
would be a  Nonrecoverable  Advance),  addressed to the Special Servicer and the
Trustee,  to the effect that the holding by the Trust Fund of such REO  Property
for an additional  specified  period will not cause such REO Property to fail to
qualify as "foreclosure  property"  within the meaning of Section  860G(a)(8) of
the Code (determined without regard to the exception  applicable for purposes of
Section 860D(a) of the Code) at any time that any Certificate is outstanding, in
which case the Special  Servicer shall sell such REO Property by the end of such
additional  period,  subject  to any  conditions  set forth in such  Opinion  of
Counsel. The Special Servicer, on behalf of the Trust Fund, shall dispose of any
REO Property held by the Trust Fund prior to the

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last day of the period  (taking into account  extensions)  within which such REO
Property  is required  to be  disposed  of  pursuant  to the  provisions  of the
immediately  preceding  sentence in a manner  provided  under Section 3.18.  The
Special Servicer shall manage,  conserve,  protect and operate each REO Property
for the Certificateholders solely for the purpose of its disposition and sale in
a  manner  which  does  not  cause  such  REO  Property  to fail to  qualify  as
"foreclosure  property"  within the  meaning of Section  860G(a)(8)  of the Code
(determined  without regard to the exception  applicable for purposes of Section
860D(a)) of the Code or, except as  contemplated by Section  3.17(d),  result in
the  receipt by REMIC I of any "income  from  non-permitted  assets"  within the
meaning of Section  860F(a)(2)(B)  of the Code,  in an  Adverse  REMIC  Event in
respect of any of the REMICs or in an Adverse Grantor Trust Event.

     (b) The Special Servicer shall have full power and authority,  subject only
to the specific  requirements  and  prohibitions  of this Agreement  (including,
Section 3.27),  to do any and all things in connection  with any REO Property as
are consistent with Servicing Standard, all on such terms and for such period as
the Special  Servicer deems to be in the best  interests of  Certificateholders,
and, in connection therewith, the Special Servicer shall agree to the payment of
management fees that are consistent with general market  standards.  The Special
Servicer  shall  segregate and hold all revenues  received by it with respect to
any REO Property  separate  and apart from its own funds and general  assets and
shall  establish  and  maintain  with  respect to any REO  Property a segregated
custodial  account (each, an "REO Account"),  each of which shall be an Eligible
Account and shall be entitled  "____________________,  as Trustee,  in trust for
Holders of PNC  Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
Certificates,  Series  _________,  REO Account." The Special  Servicer  shall be
entitled to any interest or investment  income  earned on funds  deposited in an
REO Account to the extent provided in Section 3.7(b). The Special Servicer shall
deposit or cause to be deposited in the related REO Account  within one Business
Day after  receipt  all REO  Proceeds  received  by it with  respect  to any REO
Property (other than Liquidation  Proceeds),  and shall withdraw therefrom funds
necessary  for the proper  operation,  management  and  maintenance  of such REO
Property, including:

          (i) all insurance  premiums and ground rents,  if any, due and payable
in respect of such REO Property;

          (ii) all real  estate  taxes and  assessments  in  respect of such REO
Property and such other  Mortgaged  Properties that may result in the imposition
of a lien thereon; and

          (iii) all costs and  expenses  reasonable  and  necessary  to protect,
maintain,  manage,  operate, repair and restore such REO Property and such other
Mortgaged Properties, including any property management fees.

            To the  extent  that  such REO  Proceeds  are  insufficient  for the
purposes set forth in clauses (i) through (iii) above, the Master Servicer shall
make an Advance equal to the amount of such shortfall unless the Master Servicer
determines,   in  its  good  faith  judgment,  that  such  Advance  would  be  a
Nonrecoverable  Advance.  The Master Servicer shall be entitled to reimbursement
of such Advances (with interest at the Advance Rate) made pursuant to the

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preceding sentence, to the extent permitted pursuant to Section 3.6. The Special
Servicer shall remit to the Master Servicer from each REO Account for deposit in
the Collection  Account on a monthly basis prior to the related  Remittance Date
the Net REO Proceeds received or collected from the related REO Property, except
that in determining  the amount of such Net REO Proceeds,  the Special  Servicer
may retain in such REO Account reasonable reserves for repairs, replacements and
necessary capital improvements and other related expenses.

            Notwithstanding  the  foregoing,  the  Special  Servicer  shall  not
(unless permitted pursuant to subsection (d) below):

               (i) permit the Trust Fund to enter into,  renew or extend any New
Lease if the New Lease, by its terms, will give rise to any income that does not
constitute Rents from Real Property;

               (ii) permit any amount to be  received  or accrued  under any New
Lease other than amounts that will constitute Rents from Real Property;

               (iv)  authorize or permit any  construction  on any REO Property,
other than the repair or maintenance  thereof or the completion of a building or
other improvement thereon, and then only if more than 10% of the construction of
such building or other  improvement was completed  before default on the related
Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or

               (v)  Directly  Operate or perform  any  construction  work on, or
allow any Person (other than an Independent  Contractor) to Directly  Operate or
perform any  construction  work on, any REO  Property  on, any date more than 90
days after its date of acquisition by the Trust Fund;

unless,  in any such case,  the Special  Servicer has  requested and received an
Opinion of Counsel  addressed to the Special  Servicer and the Trustee (the cost
of such  opinion  shall be advanced as a Servicing  Advance  unless such Advance
would be a  Non-recoverable  Advance)  to the effect  that such  action will not
cause such REO Property to fail to qualify as "foreclosure  property" within the
meaning of Section  860G(a)(8)  of the Code  (determined  without  regard to the
exception  applicable  for purposes of Section  860D(a) of the Code) at any time
that it is held by the Trust Fund,  in which case the Special  Servicer may take
such actions as are specified in such Opinion of Counsel.

            The  Special   Servicer  shall  be  required  to  contract  with  an
Independent  Contractor  for the  operation  and  management of any REO Property
within 90 days of the Trust  Fund's  acquisition  thereof  (unless  the  Special
Servicer  shall have  provided  the Trustee  with an Opinion of Counsel that the
operation and  management of such REO Property other than through an Independent
Contractor  shall not cause such REO Property to fail to qualify as "foreclosure
property"  within the  meaning  of Code  Section  860G(a)(8))  (the cost of such
opinion shall be advanced as a Servicing Advance, unless such Advance would be a
Non-recoverable Advance), provided that:


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                    (i) the terms and  conditions of any such contract  shall be
reasonable  and  customary  for the area and type of  property  and shall not be
inconsistent herewith;

                    (ii) the terms and  conditions  of any such  contract  shall
reflect an agreement  reached at arm's length and shall be  consistent  with the
provisions of Treasury Regulation Section 1.856-4(b)(5);

                    (iii)  any  such  contract  shall   require,   or  shall  be
administered  to  require,  that the  Independent  Contractor  pay all costs and
expenses  incurred in connection  with the operation and  management of such REO
Property,  including those listed above,  and remit all related revenues (net of
such costs and expenses) to the Special Servicer as soon as practicable,  but in
no  event  later  than  thirty  days  following  the  receipt  thereof  by  such
Independent Contractor but only to the extent consistent with Section 856 of the
Code and Treasury Regulation Section 1.856-4(b)(5);

                    (iv) none of the provisions of this Section 3.17(b) relating
to any such contract or to actions taken through any such Independent Contractor
shall be deemed  to  relieve  the  Special  Servicer  of any of its  duties  and
obligations to the Trust Fund or the Trustee on behalf of the Certificateholders
with respect to the operation and management of any such REO Property; and

                    (v) the Special  Servicer  shall be  obligated  with respect
thereto  to the same  extent  as if it alone  were  performing  all  duties  and
obligations  in  connection  with  the  operation  and  management  of such  REO
Property.

            The Special  Servicer  shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations  hereunder for  indemnification  of the Special Servicer by such
Independent  Contractor,  and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

     (c) When and as necessary, the Special Servicer shall send to the Trustee a
statement  prepared  by the  Special  Servicer  setting  forth the amount of net
income or net loss, as  determined  for federal  income tax purposes,  resulting
from the operation and  management of a trade or business on, the  furnishing or
rendering  of a  non-customary  service to the tenants of, or the receipt of any
other amount not  constituting  Rents from Real  Property in respect of, any REO
Property in accordance with Section 3.17(b).

     (d) The  Special  Servicer  shall,  prior to  acquisitions  of title to any
Mortgaged Property,  review the operations of such property securing a defaulted
loan and  determine  the character of the income that the Trust would realize if
the Trust acquired title to such Mortgaged Property.  The Special Servicer shall
undertake  this analysis with a view to retaining the status of the REO Property
as foreclosure  property  under the REMIC  provisions  while  maximizing the net
after-tax REO Income received without materially adversely affecting the Special
Servicer's ability to sell such REO Property. The Special Servicer shall, in its
good  faith  and  reasonable  judgment,   and  as  it  deems  appropriate  after
consultation  with  counsel  knowledgeable  in such  matters  (the  cost of such
consultation shall be advanced as a Servicing Advance, unless such

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Advance would be a  Non-recoverable  Advance)  determine  which of the following
alternatives is preferred and commercially  feasible. The Special Servicer shall
avoid  subjecting the income from such Mortgaged  Property to tax as either "net
income from  foreclosure  property"  or a  "prohibited  transaction"  within the
meaning of the REMIC  Provisions (an "REO Tax") to the maximum  extent  possible
when evaluating the following alternative courses of action:

          (i) Operate,  or Directly  Operate,  as defined herein,  the Mortgaged
Property if none of the income would be subject to an REO tax; or

          (ii)  Contract for operation of the Mortgaged Property through a lease
to another  party,  by contract  with an  Independent  Contractor  who  Directly
Operates  such  property  or such other  method  pursuant  to which the  Special
Servicer  would not Directly  Operate the Mortgaged  Property if the income from
the Mortgaged Property could otherwise be subject to a REO tax; or

          (iii) Directly  Operate the  mortgaged  property if there are no other
commercially feasible means of operating such mortgaged property as REO Property
without  the Trust  potentially  or  actually  incurring  an REO Tax;  provided,
however,  that the Special Servicer shall consult with the Trustee regarding the
plan of  operations,  the  estimated  income  (and  character  thereof)  derived
therefrom,  the estimated  amount of taxes payable on such income and such other
information  as is necessary  to make a reasoned  judgment as to whether the REO
Property will remain a  foreclosure  property and whether such plan is likely to
maximize the net after tax REO income to the Trust.

Neither  the  Special   Servicer  nor  the  Trustee   shall  be  liable  to  the
Certificateholders,  the Trust or the other  parties to this  Agreement  or each
other  for  errors  in  judgment  made in good  faith in the  exercise  of their
discretion  while  performing  their  respective   responsibilities  under  this
Section.

     (e)  Promptly  following  any  acquisition  by  the  Trust  Fund  of an REO
Property,  the  Special  Servicer  shall  obtain (i) an update of any  appraisal
performed  pursuant to Section 3.23 which is more than 12 months old, or (ii) to
the extent that an appraisal has not been obtained pursuant to such Section,  an
appraisal of such REO Property by an  Independent  appraiser  familiar  with the
area in which such REO Property is located in order to determine the fair market
value of such REO Property and shall notify the Depositor and the Trustee of the
results of such  appraisal.  Any such appraisal shall be conducted in accordance
with MAI  standards  by an  appraiser  with at least 5 years  experience  in the
relevant  property type and in the jurisdiction in which the Mortgaged  Property
is located and the cost thereof shall be reimbursable as a Servicing Advance.

     SECTION  3.18.     Sale  of  Specially  Serviced  Mortgage  Loans  and  REO
Properties.

     (a) With respect to any  Specially  Serviced  Mortgage Loan or REO Property
which the Special  Servicer has  determined to sell in  accordance  with Section
3.10 or otherwise,  the Special  Servicer shall deliver to the Trustee,  each of
the Rating  Agencies  and the  Controlling  Class  Representative  an  Officer's
Certificate to the effect that the Special Servicer has

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determined  to sell such  Specially  Serviced  Mortgage  Loan or REO Property in
accordance  with this Section 3.18.  The Special  Servicer will give the Trustee
and the Controlling Class  Representative  not less than 10 Business Days' prior
written notice of its intention to sell any Specially  Serviced Mortgage Loan or
REO Property. The Controlling Class Representative may, at its option, within 30
days after  receipt of such  notice,  purchase  (or  designate  an  Affiliate to
purchase) any such Specially  Serviced  Mortgage Loan or REO Property out of the
Trust  Fund at a cash  price  equal  to the  applicable  Repurchase  Price.  The
Repurchase  Price  for any  Specially  Serviced  Mortgage  Loan or REO  Property
purchased  under this Section  3.18(a)  shall be deposited  into the  Collection
Account,  and the Trustee,  upon receipt of an  Officer's  Certificate  from the
Master Servicer to the effect that such deposit has been made,  shall release or
cause to be released to the Controlling Class  Representative (or the designated
Affiliate thereof) the related Mortgage File, and shall execute and deliver such
instruments  of  transfer  or  assignment,   in  each  case  without   recourse,
representation  or  warranty  as  shall  be  provided  to it and are  reasonably
necessary to vest in the ownership of such  Mortgage  Loan or REO  Property.  In
connection  with any such  purchase,  the  Special  Servicer  shall  deliver the
related Servicing File to the Certificateholder effecting such purchase.

     (b) If the  Controlling  Class  Representative  (or a designated  Affiliate
thereof) has not purchased any Specially  Serviced Mortgage Loan or REO Property
described in the first sentence of Section  3.18(a) within 30 days of its having
received  notice in respect  thereof  pursuant to Section  3.18(a)  above or has
specifically  waived in writing its right to purchase  such  Specially  Serviced
Mortgage  Loan or REO Property,  then either the Special  Servicer or the Master
Servicer, in that order, may, at its option, within 30 days after the earlier of
the  expiration  of such 30 day  period  or  receipt  of the  Controlling  Class
Representative's  written  waiver  of such  right,  purchase  (or  designate  an
Affiliate  thereof to purchase)  such  Mortgage  Loan or REO Property out of the
Trust Fund at a cash price equal to the Repurchase  Price.  The Repurchase Price
for any such Mortgage Loan or REO Property  purchased under this Section 3.18(b)
shall be deposited into the Collection Account, and the Trustee, upon receipt of
an  Officer's  Certificate  from the Master  Servicer  to the  effect  that such
deposit  has been  made,  shall  release or cause to be  released  to the Master
Servicer or the Special  Servicer  (or the  designated  Affiliate  thereof),  as
applicable,  the related  Mortgage  File,  and shall  execute  and deliver  such
instruments  of  transfer  or  assignments,   in  each  case  without  recourse,
representation  or  warranty  as  shall  be  provided  to it and are  reasonably
necessary  to  vest in the  Master  Servicer  or the  Special  Servicer  (or the
designated  Affiliate  thereof),  as applicable,  the ownership of such Mortgage
Loan or REO  Property.  In  connection  with any  such  purchase  by the  Master
Servicer,  the Special Servicer shall deliver the related  Servicing File to the
Master Servicer.

     (c) Subject to Section 3.27, the Special  Servicer may offer to sell to any
Person (including the Depositor,  the Master Servicer,  the Special Servicer and
the Controlling Class  Representative)  any Specially  Serviced Mortgage Loan or
REO Property not otherwise  purchased  pursuant to Section 3.18(a) or 3.18(b) if
and  when  the  Special  Servicer  determines,  consistent  with  the  Servicing
Standard,  that  such a sale  would be in the  best  economic  interests  of the
Certificateholders  (as a collective  whole).  The Special Servicer shall notify
the Controlling  Class  Representative at least 10 Business Days before offering
to sell any Specially  Serviced  Mortgage Loan or REO Property  pursuant to this
Section 3.18(c).  Such offer shall be made in a commercially  reasonable  manner
(which, for purposes hereof, includes an offer to sell

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without  representation or warranty other than customary warranties of title and
condition,  if liability for breach  thereof is limited to recourse  against the
Trust),  but  shall,  in any  event,  so offer to sell such  Specially  Serviced
Mortgage  Loan or REO Property no later than the time  determined by the Special
Servicer  to be  sufficient  to  result in the sale of such  Specially  Serviced
Mortgage Loan or REO Property  within the period  specified in Section  3.17(a).
The Special  Servicer  shall  deliver such  Officer's  Certificate  and give the
Trustee not less than ten Business Days prior written notice of its intention to
sell such Specially  Serviced  Mortgage Loan or REO Property,  in which case the
Special  Servicer  shall  accept  any offer  received  from any  Person  that is
determined  by the Special  Servicer to be a fair cash price,  as  determined in
accordance with Section 3.18(b),  for such Specially  Serviced  Mortgage Loan or
REO  Property if the offeror is a Person  other than the Special  Servicer or an
Affiliate  thereof,  or is  determined  to be such a price by the Trustee if the
offeror is the Special Servicer or an Affiliate thereof; provided, however, that
the Trustee  shall be entitled to engage an  Independent  appraiser to determine
whether the offer is a fair cash price, the cost of which shall be advanced as a
Servicing  Advance,  unless such  Servicing  Advance would be a  Non-recoverable
Advance;  and provided,  further,  that any offer by an Interested Person in the
amount  of the  Repurchase  Price  shall  be  deemed  to be a fair  cash  price.
Notwithstanding  anything  to the  contrary  herein,  neither the Trustee in its
individual capacity nor any of its Affiliates, may make an offer or purchase any
Specially Serviced Mortgage Loan or any REO Property pursuant hereto.

            In addition,  in the event that the Special  Servicer  receives more
than one fair offer with respect to any Specially  Serviced Mortgage Loan or REO
Property,  the Special Servicer may accept an offer that is not the highest fair
cash offer if it determines,  in accordance  with the Servicing  Standard,  that
acceptance   of  such   offer   would   be  in  the   best   interests   of  the
Certificateholders (for example, if the prospective buyer making the lower offer
is  more  likely  to  perform  its  obligations,  or the  terms  offered  by the
prospective buyer making the lower cash offer are more favorable).  In the event
that the Special  Servicer  determines with respect to any REO Property that the
offers  being made with  respect  thereto are not in the best  interests  of the
Certificateholders  and  that the end of the REO  Grace  Period  referred  to in
Section  3.17(a) with respect to such REO Property is  approaching,  the Special
Servicer  shall  seek an  extension  of such  REO  Grace  Period  in the  manner
described in Section 3.17(a); provided, however, that the Special Servicer shall
use its best efforts in accordance with the Servicing Standard,  to sell any REO
Property no later than the day prior to the Determination Date immediately prior
to the Rated Final Distribution Date.

     (d) In determining  whether any offer received  represents a fair price for
any Specially  Serviced Mortgage Loan or any REO Property,  the Special Servicer
or the Trustee may conclusively rely on the opinion of an Independent  appraiser
or other expert in real estate matters  retained by the Special  Servicer or the
Trustee, the cost of which shall be advanced as a Servicing Advance, unless such
Servicing Advance would be a Non-recoverable Advance. In determining whether any
offer  constitutes a fair price for any Specially  Serviced Mortgage Loan or any
REO  Property,  the Special  Servicer or the Trustee  (or, if  applicable,  such
appraiser)  shall take into  account,  and any appraiser or other expert in real
estate matters shall be instructed to take into account,  the appraisal obtained
pursuant to Section 3.23 and, as applicable, among other factors, the period and
amount of any delinquency on such Specially Serviced Mortgage Loan, the physical
(including  environmental)  condition of the related Mortgaged  Property or such
REO

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Property,  the state of the local  economy and the Trust  Fund's  obligation  to
dispose of any REO Property within the time period specified in Section 3.17(a).

     (e) Subject to the provisions of Section 3.17,  the Special  Servicer shall
act on behalf of the Trust  Fund in  negotiating  and  taking  any other  action
necessary or appropriate in connection  with the sale of any Specially  Serviced
Mortgage Loan or REO Property,  including the collection of all amounts  payable
in connection  therewith.  Any sale of a Specially Serviced Mortgage Loan or any
REO Property shall be without recourse to, or representation or warranty by, the
Trustee, the Depositor,  the Master Servicer,  the Special Servicer or the Trust
Fund (except that any contract of sale and assignment  and conveyance  documents
may contain  customary  warranties of title and  condition,  so long as the only
recourse  for  breach  thereof  is to the  Trust  Fund),  and,  if such  sale is
consummated in accordance  with the duties of the Special  Servicer,  the Master
Servicer, the Depositor and the Trustee pursuant to the terms of this Agreement,
no such Person who so  performed  shall have any  liability to the Trust Fund or
any  Certificateholder  with respect to the purchase price therefor  accepted by
the Special Servicer or the Trustee.

     (f) Net  Liquidation  Proceeds  related to any such sale shall be promptly,
and in any event within one Business Day following receipt thereof, deposited in
the Collection Account in accordance with Section 3.5(a)(iv).

     SECTION 3.19.     Inspections.

            Commencing  in _____,  the  Master  Servicer  (or,  with  respect to
Specially  Serviced  Mortgage Loans and REO  Properties,  the Special  Servicer)
shall  inspect or cause to be  inspected  (at its own  expense)  each  Mortgaged
Property  at least  once  every two  years;  provided,  however  if the  related
Mortgage   Loan  (i)  has  a  then  current   principal   balance  of  at  least
$____________,  or (ii) is a Specially Serviced Mortgage Loan, then in each such
case the related Mortgaged  Property will be inspected at least once every year.
The  Special  Servicer  may  elect at its  option  and  expense  to  assume  the
obligation to inspect any or all of the Mortgage  Loans required to be inspected
by the Master Servicer.  The annual inspections  provided for above will be done
at the expense of the servicer performing the inspection.

            In  addition,  the Special  Servicer  shall  inspect  any  Mortgaged
Property if the related  Borrower is 60 or more days delinquent  (without giving
effect to any grace period  permitted  by the related  Note) in the payment of a
Monthly Payment or other  obligation.  The Master Servicer shall pay the cost of
any such  inspection  as a Servicing  Advance,  unless such  Advance  would be a
Non-recoverable Advance.

            The Master  Servicer and the Special  Servicer shall each prepare or
cause to be prepared  as soon as  reasonably  possible a written  report of each
such  inspection  and shall deliver a copy of such report to the Trustee and the
Controlling Class Representative within 15 days after the preparation thereof.

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     SECTION 3.20.     Available Information and Notices.

            The Master Servicer or the Special  Servicer,  if applicable,  shall
promptly  give notice or report to the  Controlling  Class  Representative,  the
Trustee and each Rating Agency of any  occurrence  known to it with respect to a
Mortgage Loan or REO Property that the Master  Servicer or the Special  Servicer
determines,  in accordance  with the Servicing  Standard,  would have a material
effect on such  Mortgage  Loan or REO  Property,  which notice shall  include an
explanation  as to the  reason  for  such  material  effect  (provided  that any
extension  of the term of any  Mortgage  Loan shall be deemed to have a material
effect).

            None of the Trustee,  the Master  Servicer and the Special  Servicer
shall  be  responsible  for the  accuracy  or  completeness  of any  information
supplied to it by a Borrower or a third party for  inclusion  in any such notice
or in any other  report or  information  furnished  or  provided  by the  Master
Servicer, the Special Servicer or the Trustee hereunder.

            In addition to the other reports and information  made available and
distributed  to the Depositor,  the Placement  Agents,  the Trustee,  the Rating
Agencies,   the  Controlling  Class  Representative  or  the  Certificateholders
pursuant to other  provisions  of this  Agreement,  the Master  Servicer and the
Special  Servicer shall, in accordance with such reasonable rules and procedures
as it may adopt (which may include the requirement  that an agreement  governing
the availability,  use and disclosure of such information, and which may provide
indemnification  to the Master  Servicer or the Special  Servicer as applicable,
for any liability or damage that may arise therefrom,  be executed to the extent
the Master Servicer or the Special Servicer, as applicable, deems such action to
be necessary or  appropriate),  also make available any information  relating to
the Mortgage Loans, the Mortgaged  Properties or the Borrowers for review by the
Depositor,  the Rating  Agencies,  the  Placement  Agents,  the  Trustee and the
Controlling Class Representative.  The Master Servicer and the Special Servicer,
as the case may be, will also make such information available to any Person that
certifies it is a Certificateholder,  potential  Certificateholder,  Certificate
Owner or potential Certificate Owner.

            The  Trustee  shall also make  available  at its  offices  primarily
responsible for administration of the Trust Fund, upon reasonable advance notice
and  during  normal  business  hours,  for review by the  Depositor,  the Rating
Agencies,  the  Controlling  Class  Representative,   any  Certificateholder  or
Certificate Owner, the Placement Agents, any Person identified to the Trustee by
a  Certificateholder  or  Certificate  Owner as a  prospective  transferee  of a
Certificate or a beneficial  interest  therein and any other Persons to whom the
Trustee  believes such disclosure is appropriate,  the following items: (i) this
Agreement, (ii) all monthly statements to Certificateholders delivered since the
Closing  Date  pursuant to Section  4.4(a),  (iii) all annual  statements  as to
compliance  delivered to the Trustee and the Depositor pursuant to Section 3.14,
(iv) all annual  Independent  accountants'  reports delivered to the Trustee and
the  Depositor  pursuant to Section  3.15,  and (v) any  reports or  information
relating to the Mortgage Loans, the Mortgaged  Properties or the Borrowers which
the Trustee has received from the Master Servicer or the Special  Servicer.  The
Trustee shall make available at its offices during normal  business  hours,  for
review by the Depositor,  the Placement Agents, the Master Servicer, the Special
Servicer,  the  Rating  Agencies,  the  Controlling  Class  Representative,  any
Certificateholder or

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Certificate  Owner, any Person identified to the Trustee by a  Certificateholder
or  Certificate  Owner  as  a  prospective  transferee  of  a  Certificate  or a
beneficial  interest  therein and any other Persons to whom the Trustee believes
such disclosure is appropriate,  the following items to the extent received from
the Master Servicer or the Special Servicer,  as applicable:  (i) the inspection
reports prepared by or on behalf of the Master Servicer or the Special Servicer,
as  applicable,  in connection  with the property  inspections  conducted by the
Master  Servicer or the Special  Servicer,  as  applicable,  pursuant to Section
3.19, (ii) any and all  modifications,  waivers and amendments of the terms of a
Mortgage  Loan entered into by the Master  Servicer or the Special  Servicer and
(iii) any and all Officer's  Certificates  and other  evidence  delivered to the
Trustee and the Depositor to support the Master  Servicer's  determination  that
any Advance  was, or if made would be, a  Nonrecoverable  Advance,  in each case
except  to the  extent  doing  so is  prohibited  by  applicable  laws or by any
documents  related to a Mortgage  Loan.  Copies of any and all of the  foregoing
items shall be available from the Master  Servicer,  the Special Servicer or the
Trustee, as applicable,  upon request (subject to the exception in the preceding
sentence).  The Master  Servicer,  the Special Servicer and the Trustee shall be
permitted to require  payment (other than from any Rating Agency,  the Placement
Agents and the Controlling  Class  Representative)  of a sum sufficient to cover
the  reasonable  costs and  expenses  incurred by it in  providing  copies of or
access to any information requested in accordance with the previous sentence.

            Within 15 days after each Distribution  Date, the Trustee shall file
with the  Commission  via the  Electronic  Data  Gathering and Retrieval  System
(EDGAR), a Form 8-K with a copy of the statement to the  Certificateholders  for
such  Distribution  Date as an  exhibit  thereto.  Prior to  _____________,  the
Trustee shall file a Form 15 Suspension  Notification  with respect to the Trust
Fund, if applicable,  unless the Depositor requests the Trustee to not make such
filing. Prior to _____________, the Trustee shall file a Form 10-K, in substance
conforming to industry standards,  with respect to the Trust Fund. The Depositor
hereby  grants to the  Trustee a limited  power of  attorney to execute and file
each such  document on behalf of the  Depositor.  Such power of  attorney  shall
continue  until  either the  earlier  of (i)  receipt  by the  Trustee  from the
Depositor  of  written  termination  of such  power  of  attorney  and  (ii) the
termination of the Trust Fund. The Depositor  agrees to promptly  furnish to the
Trustee, from time to time upon request, such further information,  reports, and
financial  statements  within  its  control  related to this  Agreement  and the
Mortgage Loans as the Trustee  reasonable deems  appropriate to prepare and file
all  necessary   reports  with  the  Commission.   The  Trustee  shall  have  no
responsibility  to file any items  other than those  specified  in this  section
unless  specifically  requested and necessary for compliance  with the rules and
regulations  of the  Commission.  The Trustee  shall have no  responsibility  to
determine  whether  or not any  filing  may be  required  and shall not have any
responsibility  to review or confirm in any way the accuracy or the  sufficiency
of the contents of any such filing.  The Depositor  shall have the right to file
any additional reports,  statements or filings with the Commission that it deems
necessary or appropriate.

     SECTION 3.21.     Reserve Accounts; Letters of Credit.

            The  Master  Servicer  shall  administer  each  Reserve  Account  in
accordance with the related Mortgage Loan Documents.


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            The Master  Servicer  shall  maintain,  administer  and  enforce any
letter of credit included in the Mortgage Files in accordance with its terms and
the terms of the other  related  Mortgage  Loan  Documents.  The  Trustee  shall
cooperate with the Master Servicer in connection with such administration of any
letter of credit.

     SECTION 3.22.     Servicing Advances.

     (a) The Master Servicer (or, to the extent provided in Section 3.22(b), the
Trustee)  shall  make any  Servicing  Advances  as and to the  extent  otherwise
required pursuant to the terms hereof. For purpose of calculating  distributions
to  the  Certificateholders,  Servicing  Advances  shall  not be  considered  to
increase the principal  balance of any Mortgage Loan,  notwithstanding  that the
terms of such Mortgage Loan so provide.

     (b) The Master Servicer shall notify the Trustee and the Rating Agencies in
writing promptly upon, and in any event within one Business Day after,  becoming
aware that it will be financially  unable to make any Servicing Advance required
to be made pursuant to the terms hereof, and in connection therewith,  shall set
forth in such notice the amount of such Servicing Advance, the Person to whom it
should be paid, and the circumstances and purpose of such Servicing Advance, and
shall set forth therein  information  and  instructions  for the payment of such
Servicing Advance,  and, on the date specified in such notice for the payment of
such  Servicing  Advance,  or,  if no such  date is  specified  or such date has
already occurred,  then promptly (or, in any event,  within three Business Days)
following  such  notice,  the  Trustee  shall pay the  amount of such  Servicing
Advance in accordance with such information and instructions.

     (c)  Notwithstanding  anything  herein to the contrary,  neither the Master
Servicer nor the Trustee  shall be  obligated to make a Servicing  Advance as to
any  Mortgage  Loan or REO Property if the Master  Servicer or the  Trustee,  as
applicable,  determines  that  such  Servicing  Advance,  if  made,  would  be a
Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively,  on
any  determination  by the Master  Servicer that a Servicing  Advance,  if made,
would be a Nonrecoverable  Advance. The Trustee, in determining whether or not a
Servicing Advance previously made is, or a proposed Servicing Advance,  if made,
would be, a  Nonrecoverable  Advance shall make such  determination  in its good
faith judgment.

     (d) The  Master  Servicer  and/or  the  Trustee,  as  applicable,  shall be
entitled to, and the Master  Servicer  hereby  covenants  and agrees to promptly
seek and effect, the reimbursement of Servicing Advances to the extent permitted
pursuant to Section  3.6(a)(ii)  of this  Agreement,  together  with any related
Advance  Interest  Amount in respect of such  Servicing  Advances  (pursuant  to
Section 3.6(a)(iii)).

     SECTION 3.23.     Appraisal Reductions.

     (a)   Within  60 days  after the  Special  Servicer  receives  notice or is
otherwise aware of an Appraisal  Reduction  Event, the Special Servicer shall be
required to obtain an Updated Appraisal of the related Mortgaged Property or REO
Property;  provided  that if the Special  Servicer had  completed or obtained an
Updated  Appraisal  within the  immediately  preceding  12 months,  the  Special
Servicer may rely on such Updated Appraisal and shall have no

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<PAGE>


duty to prepare a new Updated  Appraisal,  unless such reliance  would not be in
accordance with the Servicing  Standard.  The cost of any such Updated Appraisal
if not an internal valuation  performed by the Special Servicer shall be paid by
the Master  Servicer as a Servicing  Advance,  unless  such  Advance  would be a
Nonrecoverable  Advance.  If no Updated  Appraisal has been  obtained  within 12
months prior to the first  Distribution Date on or after an Appraisal  Reduction
Event has occurred,  the Special Servicer will be required to estimate the value
of the related  Mortgaged  Property or REO  Property  (the  "Special  Servicer's
Appraisal  Reduction  Estimate")  and such estimate will be used for purposes of
determining the Appraisal Reduction.

     (b)   The  Master  Servicer,  based on the  Updated  Appraisal  or  Special
Servicer's  Appraisal Reduction Estimate provided to it by the Special Servicer,
shall  calculate  any  Appraisal  Reduction.   If  the  Appraisal  Reduction  is
calculated using the Special Servicer's  Appraisal Reduction  Estimate,  then on
the  first  Distribution  Date  occurring  after  the  delivery  of the  Updated
Appraisal,  the  Master  Servicer  will be  required  to  adjust  the  Appraisal
Reduction to take into account the Updated Appraisal  (regardless of whether the
Updated  Appraisal  is higher or lower  than the  Special  Servicer's  Appraisal
Reduction Estimate).

     (c)   Annual  updates of such Updated Appraisal will be obtained during the
continuance  of an Appraisal  Reduction  Event.  The cost of such annual updates
shall  be  paid  as  a  Servicing  Advance,  unless  such  Advance  would  be  a
Nonrecoverable Advance. In addition, the Controlling Class Representative may at
any time  request the Special  Servicer  to obtain an Updated  Appraisal  at the
Controlling Class  Representative's  expense.  Each time an Updated Appraisal is
obtained,  the Appraisal Reduction will be adjusted by the Master Servicer based
on such  Updated  Appraisal.  Any  Updated  Appraisal  obtained  by the  Special
Servicer  pursuant to this section shall be delivered by the Special Servicer to
the  Master  Servicer,  and the  Master  Servicer  shall  deliver  such  Updated
Appraisal to the Trustee and the Controlling Class Representative within 15 days
of receipt by the Master  Servicer of such  Updated  Appraisal  from the Special
Servicer. Upon written request, the Trustee shall provide such Updated Appraisal
to any Holder of the Privately Offered Certificates. An Appraisal Reduction will
be eliminated  (i) upon payment in full or  liquidation of any Mortgage Loan for
which an Appraisal  Reduction  has been  determined or (ii) if the Mortgage Loan
becomes a Corrected  Mortgage  Loan and the  Borrower  makes  three  consecutive
Monthly Payments thereafter.

     SECTION 3.24   Transfer  of  Servicing  Between Master Servicer and Special
Servicer; Record Keeping.

     (a) Upon determining that any Mortgage Loan has become a Specially Serviced
Mortgage  Loan,  the Master  Servicer  shall  immediately  give notice  thereof,
together with a copy of the related Mortgage File, to the Special Servicer (with
a copy of the notice to the  Controlling  Class  Representative)  and the Master
Servicer  shall use its best  efforts to provide the Special  Servicer  with all
information,  documents (but excluding the original documents  constituting such
Mortgage File) and records (including records stored  electronically on computer
tapes,  magnetic  discs  and the  like)  relating  to  such  Mortgage  Loan  and
reasonably  requested by the Special  Servicer to enable it to assume its duties
hereunder with respect thereto without acting through a Sub-Servicer. The Master
Servicer shall use its best efforts to comply with the preceding sentence within
five Business Days of the date such Mortgage Loan became a

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Specially  Serviced  Mortgage  Loan and in any event  shall  continue  to act as
Master  Servicer  and  administrator  of such  Mortgage  Loan until the  Special
Servicer has commenced the  servicing of such Mortgage  Loan,  which shall occur
upon the  receipt by the  Special  Servicer of the  information,  documents  and
records  referred to in the  preceding  sentence.  With respect to each Mortgage
Loan that becomes a Specially  Serviced Mortgage Loan, the Master Servicer shall
instruct  the related  Borrower to continue to remit all  payments in respect of
such Mortgage Loan to the Master  Servicer.  If Midland  ceases to be the Master
Servicer or the Special  Servicer,  Midland and the successor Master Servicer or
Special Servicer, as applicable,  may agree that,  notwithstanding the preceding
sentence,  with respect to each Mortgage Loan that becomes a Specially  Serviced
Mortgage Loan, the Master Servicer shall instruct the related  Borrower to remit
all payments in respect of such Mortgage Loan to the Special Servicer,  provided
that the payee in respect of such payments shall remain the Master Servicer.

            Upon  determining  that no event has occurred and is continuing with
respect to a Mortgage  Loan that  causes  such  Mortgage  Loan to be a Specially
Serviced  Mortgage Loan,  the Special  Servicer  shall  immediately  give notice
thereof to the Master  Servicer and upon giving such notice,  such Mortgage Loan
shall  cease to be a  Specially  Serviced  Mortgage  Loan  pursuant to the first
proviso to the  definition  of Specially  Serviced  Mortgage  Loan,  the Special
Servicer's  obligation  to service such  Mortgage  Loan shall  terminate and the
obligations of the Master  Servicer to service and administer such Mortgage Loan
as a Mortgage Loan that is not a Specially  Serviced Mortgage Loan shall resume.
In addition,  if the related Borrower has been instructed,  pursuant to the last
sentence of the preceding  paragraph,  to make payments to the Special Servicer,
upon such  determination,  the Special  Servicer shall instruct such Borrower to
remit  all  payments  in  respect  of such  Mortgage  Loan  that is no  longer a
Specially Serviced Mortgage Loan directly to the Master Servicer.

     (b) In servicing any Specially Serviced Mortgage Loan, the Special Servicer
shall  provide  to the  Trustee  originals  of  documents  included  within  the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special  Servicer) and copies
of any additional  related Mortgage Loan information,  including  correspondence
with the related Borrower,  and the Special Servicer shall provide copies of the
foregoing to the Master Servicer.

     (c) Not later than the Business Day preceding each date on which the Master
Servicer is required to furnish a report under Section 3.13 to the Trustee,  the
Special  Servicer  shall  deliver  to the Master  Servicer  a written  statement
describing,  on a  Mortgage  Loan-by-Mortgage  Loan  basis,  the  amount  of all
payments on account of interest  received on each  Specially  Serviced  Mortgage
Loan;  the amount of all payments on account of principal,  including  Principal
Prepayments,  on each Specially  Serviced Mortgage Loan; the amount of Insurance
Proceeds  and  Liquidation  Proceeds  received  with  respect to each  Specially
Serviced  Mortgage Loan; and the amount of net income or net loss, as determined
for  management  of a trade or business on, or the  furnishing or rendering of a
non-customary  service to the  tenants  of, each REO  Property  that  previously
secured a Specially  Serviced  Mortgage  Loan, in each case in  accordance  with
Section 3.17.


                                      106
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     (d)  Notwithstanding  the provisions of the preceding  subsection  (c), the
Master  Servicer shall maintain  ongoing payment records with respect to each of
the Specially  Serviced  Mortgage  Loans and shall provide the Special  Servicer
with any information  reasonably required by the Special Servicer to perform its
duties  under this  Agreement.  The Special  Servicer  shall  provide the Master
Servicer  with any  information  reasonably  required by the Master  Servicer to
perform its duties under this Agreement.

     (e) No later than 30 days after a transfer of  servicing  described  in the
preceding  paragraph for a Mortgage Loan, the Special  Servicer shall deliver to
each Rating Agency and the Controlling Class Representative a report (the "Asset
Status  Report") with respect to such  Mortgage  Loan and the related  Mortgaged
Property.  Such Asset Status Report shall set forth the following information to
the extent reasonably determinable:

          (i) summary of the status of such Specially Serviced Mortgage Loan and
any negotiations with the related Borrower;

          (ii)  a  discussion  of the  legal  and  environmental  considerations
reasonably  known  to  the  Special  Servicer,  consistent  with  the  Servicing
Standard,  that are  applicable  to the exercise of remedies as aforesaid and to
the  enforcement of any related  guaranties or other  collateral for the related
Mortgage Loan and whether outside legal counsel has been retained;

          (iii) the most  current  rent roll and income or  operating  statement
available for the related Mortgaged Property;

          (iv) the  Special  Servicer's  recommendations  on how such  Specially
Serviced  Mortgage Loan might be returned to  performing  status and returned to
the Master Servicer for regular servicing or otherwise realized upon;

          (v) the appraised  value of the Mortgaged  Property  together with the
assumptions used in the calculation thereof; and

          (vi) such other  information as the Special Servicer deems relevant in
light of the Servicing Standard.

     SECTION  3.25.    Adjustment  of  Servicing  Compensation  in  Respect  of
Prepayment Interest Shortfalls.

            The Master  Servicer shall deliver to the Trustee for deposit in the
Collection  Account on each Remittance Date,  without any right of reimbursement
therefor,  an amount  equal to the  lesser  of (i) the  excess,  if any,  of all
Prepayment Interest  Shortfalls over all Prepayment  Interest Excesses,  in each
case resulting from  Principal  Prepayments  received in respect of the Mortgage
Pool during the most recently ended Collection  Period, and (ii) an amount equal
to the aggregate  Stated  Principal  Balance of the Mortgage Loans for which the
Master Servicer has received its Master Servicing Fee for such Distribution Date
multiplied by 1/12th of the Minimum Master Servicing Fee Rate.

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     SECTION 3.26.     Controlling Class Representative; Elections.

     (a) In  accordance  with  Section  3.26(c),  the  Holders  of  Certificates
representing  more  than  50%  of  the  aggregate  Certificate  Balance  of  the
Controlling Class shall be entitled to elect a controlling class  representative
(the "Controlling Class Representative") with the rights and powers set forth in
this  Agreement  (including  Section 3.27).  An election of a Controlling  Class
Representative  may also be held upon the  resignation  or removal of any Person
acting as Controlling Class Representative.  If at any time (including as of the
Closing  Date),  the  Holders  of the  Controlling  Class  have  not  elected  a
Controlling Class Representative,  the Controlling Class Representative shall be
the Holder owning the largest  Percentage  Interest in the Controlling Class. No
appointment of any Person as a Controlling Class Representative  (except for the
initial Controlling Class  Representative)  shall be effective until such Person
provides  the  Trustee,  the  Depositor,  the Master  Servicer  and the  Special
Servicer with written  confirmation  of its acceptance of such  appointment,  an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names,  titles,  work addresses and telecopy
numbers).

     (b) At the request of the Holders of Certificates representing at least 50%
of the aggregate Certificate Balance of the Controlling Class, the Trustee shall
call a meeting of the Holders of the Controlling Class for purpose of electing a
Controlling  Class  Representative.  Notice  of the  meeting  shall be mailed or
delivered by the Trustee to each Holder of Certificates of the Controlling Class
not less than 10 nor more than 60 days prior to the  meeting.  The notice  shall
state  the place and the time of the  meeting,  which may be held by  telephone.
Holders of  Certificates  representing  a majority of the aggregate  Certificate
Balance of the  Controlling  Class,  present in person or  represented by proxy,
shall   constitute  a  quorum  for  the   nomination  of  a  Controlling   Class
Representative.  At the  meeting,  each Holder shall be entitled to nominate one
Person to act as Controlling Class  Representative.  The Trustee shall cause the
election of the Controlling  Class  Representative to be held as soon thereafter
as is reasonably practicable.

     (c) Each Holder of Certificates of the Controlling  Class shall be entitled
to vote in each election of the Controlling Class Representative.  The voting in
each  election  of the  Controlling  Class  Representative  shall be in  writing
mailed,  telecopied,  delivered or sent by courier and actually  received by the
Trustee on or prior to the date of such  election.  Immediately  upon receipt by
the  Trustee  of votes  (which  have not been  rescinded)  from the  Holders  of
Certificates  representing more than 50% of the aggregate Certificate Balance of
the Controlling Class which are cast for a single Person,  such Person shall be,
upon such Person's acceptance, the Controlling Class Representative. The Trustee
shall  act  as  judge  of  each  election  and,  absent   manifest  error,   the
determination of the results of any election by the Trustee shall be conclusive.
Notwithstanding  any other provisions of this Section 3.26, the Trustee may make
such reasonable regulations as it may deem advisable for any election.

     (d) The Controlling Class  Representative may be removed at any time by the
written vote,  copies of which must be delivered to the Trustee,  of the Holders
of the  Certificates  representing  more than 50% of the  aggregate  Certificate
Balance of the Controlling Class.


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<PAGE>


     (e)  For   purposes   of  electing   or   removing  a   Controlling   Class
Representative, Certificates of the Controlling Class held by the Depositor, the
Master Servicer or the Special Servicer or by any Affiliate of any of them shall
be taken into account with the same force and effect as if any other Person held
such Certificates.

     SECTION  3.27.    Appointment  of  Special Servicer;  Duties of Controlling
Class Representative.

     (a) Midland Loan Services,  Inc. is hereby appointed as the initial Special
Servicer hereunder.

     (b)   The  Controlling Class Representative shall be entitled to direct the
Special  Servicer  (and the Master  Servicer  solely with respect to clause (ii)
below) with respect to the following  actions of the Special  Servicer or Master
Servicer, as applicable, and subject to Section 3.27(c), the Special Servicer or
the Master  Servicer,  as applicable,  shall not be permitted to take any of the
following actions unless the Controlling Class  Representative has approved such
action in writing  within 10 Business Days of having been  notified  thereof and
having been  provided with all  reasonably  requested  information  with respect
thereto  (provided  that if written  notice has not been received by the Special
Servicer or the Master  Servicer,  as applicable,  within 10 Business Days, then
the  Controlling  Class  Representative's  approval shall be deemed to have been
given):

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

          (ii) any material  amendment,  waiver or  modification of any Mortgage
Loan and any amendment,  waiver or modification (including,  without limitation,
extensions), of any term of a Specially Serviced Mortgage Loan;

          (iii) any proposed  sale of a defaulted  Mortgage Loan or REO Property
(other than in  connection  with the  termination  of the Trust Fund pursuant to
Section 9.1);

          (iv) any acceptance of a discounted payoff;

          (v) any  determination  to bring an REO Property into  compliance with
applicable  environmental  laws  or to  otherwise  address  Hazardous  Materials
located at an REO Property;

          (vi) any  release of  collateral  (other than in  accordance  with the
terms of, or upon satisfaction of, a Mortgage Loan);

          (vii) any  acceptance of substitute  or  additional  collateral  for a
Mortgage Loan, other than in accordance with the terms of the Mortgage Loan;

          (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause in
any Mortgage Loan; and

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<PAGE>


          (ix) any  acceptance of an assumption  agreement  releasing a borrower
from liability under a Mortgage Loan.

             In addition,  subject to Section  3.27(c),  the  Controlling  Class
Representative  may direct the  Special  Servicer  to take,  or to refrain  from
taking,  such  other  actions  as  Controlling  Class  Representative  may  deem
advisable.  Upon  reasonable  request,  the Special  Servicer  shall provide the
Controlling Class  Representative with any information in the Special Servicer's
possession  with respect to such matters,  including,  without  limitation,  its
reasons  for  determining  to  take  a  proposed  action;   provided  that  such
information shall also be provided,  in a written format, to the Trustee and the
Master Servicer.

     (c)   Notwithstanding  anything  herein  to the  contrary,  (i) no  advice,
direction or approval rights from or by the Controlling Class Representative, as
contemplated by Section  3.27(b),  may (and the Special  Servicer and the Master
Servicer  shall ignore and act without  regard to any such advice,  direction or
approval rights that the Special Servicer or the Master Servicer, as applicable,
has determined,  in its reasonable,  good faith judgment,  would) (A) require or
cause the Special  Servicer or the Master  Servicer,  as applicable,  to violate
applicable  law, the terms of the Mortgage Loan, any provision of this Agreement
or the REMIC Provisions,  including,  without limitation, the Special Servicer's
or the Master  Servicer's,  as applicable,  obligation to act in accordance with
the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any
REMIC Pool or an Adverse  Grantor Trust Event with respect to the Grantor Trust,
(C) expose the Depositor,  the Master Servicer,  the Special Servicer, the REMIC
Administrator  or  the  Trustee,  or  their  respective  Affiliates,   officers,
directors,  employees,  agents or partners, or the Trust, to any material claim,
suit or liability,  or (D) materially  expand the scope of the Master Servicer's
or Special Servicer's responsibilities under this Agreement and (ii) the Special
Servicer and the Master  Servicer are not required to seek the approval from the
Controlling Class  Representative  for any action specified in clauses (i), (ii)
(only with  respect to a waiver,  modification  or  amendment  involving a Money
Term) or (iii) of  Section  3.27(b)  that it seeks to take with  respect  to any
particular  Specially  Serviced  Mortgage  Loan if (A) the Special  Servicer has
notified the Controlling Class  Representative in writing of the various actions
that the  Special  Servicer  proposes  to take with  respect  to the  workout or
liquidation of such Specially  Serviced  Mortgage Loan and (B) for 60 days after
the first notice, the Controlling Class  Representative has objected to all such
proposed  actions and has failed to suggest  any  alternative  actions  that the
Special  Servicer  reasonably  considers  to be  consistent  with the  Servicing
Standard.

     (d)   The  Controlling Class  Representative  and its officers,  directors,
employees and owners shall have no liability to the  Certificateholders  for any
action taken,  or for  refraining  from the taking of any action,  in good faith
pursuant to this  Agreement,  or for errors in judgment,  but will be liable for
its  own  gross  negligence  or  willful  misfeasance.   Each  Certificateholder
acknowledges  and agrees,  by its  acceptance  of its  Certificates,  that,  the
Controlling Class  Representative  may have special  relationships and interests
that conflict with those of holders of one or more Classes of Certificates, that
the  Controlling  Class  Representative  may act solely in the  interests of the
holders of the Controlling Class, that the Controlling Class Representative does
not have any duties to the holders of any Class of  Certificates  other than the
Controlling  Class, that the Controlling Class  Representative  may take actions
that  favor the  interests  of the  holders  of the  Controlling  Class over the
interests of the holders of one or more other Classes,

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<PAGE>


that the  Controlling  Class  Representative  shall  not be  deemed to have been
negligent  or  reckless,  or to have  acted in bad faith or  engaged  in willful
misconduct  by  reason  of its  having  acted  solely  in the  interests  of the
Controlling Class, and that the Controlling Class  Representative  shall have no
liability whatsoever for having so acted, and no Certificateholder  may take any
action  whatsoever  against the Controlling Class  Representative  for having so
acted.  The Special  Servicer shall keep  confidential  all advice,  directions,
recommendations   and/or   objections   received  from  the  Controlling   Class
Representative;   unless  such  advice,   directions,   recommendations   and/or
objections (i) are of public  knowledge at the time of disclosure by the Special
Servicer,  (ii) become generally  available to the public other than as a result
of a disclosure by the Special Servicer,  (iii) relate to an objection  provided
to the Special  Servicer by the  Controlling  Class  Representative  pursuant to
Section 3.27(b), (iv) were disclosed pursuant to a legal requirement or (v) were
disclosed with the written consent of the Controlling Class Representative.

     (e)   Subject to Section 3.27(f),  the Controlling Class Representative may
direct the Trustee to remove the Special Servicer at any time effective upon the
appointment  and written  acceptance of such  appointment  by a successor to the
Special Servicer appointed by the Controlling Class Representative. The existing
Special  Servicer  shall be deemed  to have  resigned  simultaneously  with such
designated successor becoming the Special Servicer hereunder; provided, however,
that (i) the resigning Special Servicer shall continue to be entitled to receive
all  amounts  accrued  or owing to it under  this  Agreement  on or prior to the
effective date of such resignation, whether in respect of Servicing Compensation
or  otherwise,  and (ii) it and its  directors,  officers,  employees and agents
shall  continue  to be  entitled  to the  benefits  of  Sections  6.1  and  6.3,
notwithstanding  any such  resignation.  Such resigning  Special  Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination  of the resigning  Special  Servicer's  responsibilities  and rights
hereunder,  including, without limitation, the transfer within two Business Days
to the replacement Special Servicer for administration by it of all cash amounts
that shall at the time be or should  have been  deposited  in any REO Account or
delivered by the Special  Servicer to the Master Servicer or that are thereafter
received with respect to Specially  Serviced  Mortgage Loans and REO Properties.
If the  termination of the Special  Servicer was without  cause,  the reasonable
out-of-pocket  costs and expenses of any such transfer shall in no event be paid
out of the  Trust  Fund,  and  instead  shall be paid by the  successor  Special
Servicer  or the  Holders  of the  Controlling  Class  that  voted to remove the
Special Servicer, as such parties may agree.

     (f)   Notwithstanding  the foregoing,  the removal of the Special  Servicer
and the appointment of a successor Special Servicer shall not be effective until
(i)  the  successor   Special  Servicer  has  assumed  in  writing  all  of  the
responsibilities,  duties and  liabilities  of the  Special  Servicer  hereunder
pursuant to an agreement  satisfactory  to the Trustee,  and (ii) Rating  Agency
Confirmation is obtained with respect to such  appointment (the cost, if any, of
obtaining such confirmation to be paid by the Controlling Class Representative).

     SECTION  3.28.    Modifications,   Waivers,   Amendments,   Extensions  and
Consents, Defeasance.


     (a) The Master  Servicer,  in accordance  with the  Servicing  Standard and
subject to the terms of this Agreement  (including Section 3.27), shall have the
following powers:

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<PAGE>



          (i) Other than stated herein, the Master Servicer,  in accordance with
the Servicing  Standard,  may agree to any  modification,  waiver,  amendment or
consent of or relating to any  non-Money  Term of a Mortgage  Loan that is not a
Specially  Serviced Mortgage Loan;  provided that such modification or amendment
would not (x) cause an Adverse  REMIC  Event or Adverse  Grantor  Trust Event to
occur or (y) materially impair the collateral  securing the Mortgage Loan. Other
than as set forth above in this Section  3.28(a)(i),  the Master  Servicer shall
not agree to any  modification  or amendment of a Mortgage Loan or any waiver or
consent.

          (ii) The  Master  Servicer  shall  notify  the  Trustee,  the  Special
Servicer,  the Controlling Class  Representative  and the Rating Agencies of any
modification,  waiver or amendment of any term of any Mortgage Loan permitted by
it under this  Section and the date  thereof,  and shall  deliver to the Trustee
(with a copy to the Controlling Class Representative) for deposit in the related
Mortgage  File,  an  original  counterpart  of the  agreement  relating  to such
modification,  waiver or amendment,  promptly  following  the execution  thereof
except to the  extent  such  documents  have been  submitted  to the  applicable
recording  office,  in which event the Master  Servicer shall  promptly  deliver
copies  of  such   documents   to  the   Trustee  and  the   Controlling   Class
Representative.  The  Trustee  shall  make  available  copies of such  documents
pursuant to Section 3.20.

     (b) The Special  Servicer,  in accordance  with the Servicing  Standard and
subject to the terms of this Agreement,  including without  limitation,  Section
3.27, shall have the following powers:

          (i) The  Special  Servicer  may enter into a  modification,  waiver or
amendment  (including,  without  limitation,  the  substitution  or  release  of
collateral or the pledge of additional  collateral)  of the terms of a Specially
Serviced Mortgage Loan,  including any modification,  waiver or amendment to (A)
reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal,  accrued interest or any Prepayment Premium, (B) reduce the amount of
the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of
a reduction in the related Mortgage Rate, (C) forebear in the enforcement of any
right  granted  under any Note or  Mortgage  relating  to a  Specially  Serviced
Mortgage  Loan, (D) subject to the next  paragraph,  extend the Maturity Date of
any Specially Serviced Mortgage Loan and/or (E) accept a principal prepayment on
any Specially  Serviced  Mortgage Loan during any period during which  voluntary
Principal Prepayments are prohibited,  provided that (1) the related Borrower is
in default  with  respect to the  Specially  Serviced  Mortgage  Loan or, in the
reasonable  judgment  of  the  Special  Servicer,  such  default  is  reasonably
foreseeable  and (2) in the reasonable  judgment of the Special  Servicer,  such
modification   would   increase   the   recovery   on  the   Mortgage   Loan  to
Certificateholders  on a net present  value basis (the relevant  discounting  of
amounts that will be distributable to  Certificateholders to be performed at the
related Net Mortgage Rate).

            In no event shall the Special  Servicer (x) extend the Maturity Date
of a Specially Serviced Mortgage Loan beyond the date that is two years prior to
the Rated Final  Distribution  Date; (y) if the Specially Serviced Mortgage Loan
is  secured  by a ground  lease,  extend  the  Maturity  Date of such  Specially
Serviced Mortgage Loan beyond a date which is later than 20

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<PAGE>


years prior to the  expiration of the term of such ground  lease;  or (z) extend
the Maturity Date of a Specially  Serviced Mortgage Loan beyond the date that is
60 months beyond its Stated Maturity Date.

            The determination of the Special Servicer contemplated by clause (2)
of the  proviso  to the first  paragraph  of this  Section  3.28(b)(i)  shall be
evidenced by an Officer's  Certificate to such effect  delivered to the Trustee,
the Controlling Class  Representative  and the Master Servicer and describing in
reasonable  detail  the  basis for the  Special  Servicer's  determination.  The
Special  Servicer shall append to such Officer's  Certificate  any  information,
including but not limited to income and expense statements, rent rolls, property
inspection reports and appraisals, that support such determination.

          (ii) In the event the Special Servicer intends to permit a Borrower to
substitute collateral for all or any portion of a Mortgaged Property pursuant to
Section  3.28(b)(i)  or  pledge  additional  collateral  for the  Mortgage  Loan
pursuant to Section  3.28(b)(i),  if the security  interest of the Trust Fund in
such collateral would be perfected by possession, or if such collateral requires
special  care or  protection,  then prior to  agreeing to such  substitution  or
addition of collateral,  the Special  Servicer shall make  arrangements for such
possession,  care or protection,  and prior to agreeing to such  substitution or
addition of collateral (or such arrangement for possession,  care or protection)
shall  obtain the prior  written  consent of the Trustee  with  respect  thereto
(which  consent shall not be  unreasonably  withheld,  delayed or  conditioned);
provided,  however,  that any such  substitution or addition of collateral shall
require Rating Agency  Confirmation  (unless it meets the  requirements  of this
Section  3.28 with  respect to  defeasance)  and is  subject  to  Section  3.27;
provided further,  however,  that the Trustee shall not be required (but has the
option) to consent to any  substitution or addition of collateral or to hold any
such  collateral  which will  require the Trustee to  undertake  any  additional
duties or obligations or incur any additional expense.

          (iii)  The  Special  Servicer  will  promptly  deliver  to the  Master
Servicer,  the  Controlling  Class  Representative,  the Rating Agencies and the
Trustee a notice, specifying any such modifications, waivers or amendments, such
notice  identifying the affected  Specially  Serviced Mortgage Loan. Such notice
shall  set  forth  the  reasons  for such  waiver,  modification,  or  amendment
(including,  but not limited to,  information such as related income and expense
statements, rent rolls, occupancy status, property inspections,  and an internal
or  external   appraisal   performed  in  accordance   with  MAI  standards  and
methodologies  (and, if done  externally,  the cost of such  appraisal  shall be
recoverable  as a Servicing  Advance  subject to the  provisions of Section 3.22
hereof)). The Special Servicer shall also deliver to the Trustee, for deposit in
the related Mortgage File, an original  counterpart of the agreement relating to
such modification, waiver or amendment promptly following the execution thereof.

     (c) The Master  Servicer  and the  Special  Servicer,  as  applicable,  may
require, in its discretion, as a condition to granting any request by a Borrower
for any consent,  modification,  waiver or amendment,  that such Borrower pay to
the Master  Servicer or the Special  Servicer,  as applicable,  a reasonable and
customary  modification  fee to the extent permitted by law. The Master Servicer
and the Special Servicer,  as applicable,  may charge the Borrower for any costs
and expenses (including attorneys' fees) incurred by the Master Servicer

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<PAGE>


or the Special  Servicer,  as applicable,  in connection  with any request for a
modification,  waiver or  amendment.  No fee  described in this Section shall be
collected by the Master Servicer or the Special  Servicer,  as applicable,  from
the Borrower (or on behalf of the Borrower) in  conjunction  with any consent or
any  modification,  waiver or  amendment  of the  related  Mortgage  Loan if the
collection  of such fee  would  cause  such  consent,  modification,  waiver  or
amendment  to be a  "significant  modification"  of the related  Note within the
meaning of Treasury  Regulation Section  1.860G-2(b).  Subject to the foregoing,
the Master  Servicer  or the Special  Servicer,  as  appropriate,  shall use its
reasonable  efforts,  to  collect  any  modification  fees  and  other  expenses
(including the cost of obtaining any Rating Agency Confirmation)  connected with
a  permitted  modification,  waiver or  amendment  of a  Mortgage  Loan from the
Borrower  and if such amount is not paid by the  Borrower,  such amount shall be
Advanced as a Servicing  Advance,  unless such Advance would be a Nonrecoverable
Advance.  The  inability  of the  Borrower  to pay any costs and  expenses  of a
proposed  modification,  waiver or  amendment  shall not impair the right of the
Special  Servicer,  the Master  Servicer or the Trustee to be  reimbursed by the
Trust Fund for such expenses.

     (d) With respect to each Mortgage Loan that provides for defeasance, to the
extent  permitted by the terms of such Mortgage Loan, the Master  Servicer shall
require the related Borrower to (i) provide replacement collateral consisting of
U.S. government  securities within the meaning of Treas. Reg.  1.860G-2(a)(8)(i)
in an amount  sufficient to make all scheduled  payments under the Mortgage Note
when due,  (ii)  deliver a  certificate  from an  independent  certified  public
accounting firm certifying that the replacement collateral is sufficient to make
such payments,  (iii) at the option of the Master  Servicer,  designate a Single
Purpose  Entity  (which  may be a  subsidiary  of the  Depositor  or the  Master
Servicer established for the purpose of assuming all defeased Mortgage Loans) to
assume the Mortgage Loan and own the collateral,  (iv) implement such defeasance
only  after the second  anniversary  of the  Closing  Date,  and (v)  provide an
opinion of counsel that the Trustee has a  perfected,  first  priority  security
interest in the new  collateral.  If the terms of the  Mortgage  Loan permit the
Master  Servicer to impose the foregoing  requirements or if the Master Servicer
satisfies  such  requirements  on its own, a Rating Agency  Confirmation  is not
required.  In such case, the Master  Servicer shall provide the Rating  Agencies
with notice that the foregoing requirements have been met. If however, the terms
of the  Mortgage  Loan  do  not  permit  the  Master  Servicer  to  impose  such
requirements or if the Master Servicer does not satisfy such requirements on its
own, then the Master  Servicer  shall so notify the Rating  Agencies and, if the
related  loan  documents so permit,  obtain a Rating  Agency  Confirmation  with
respect to such defeasance. To the extent permitted by the terms of the Mortgage
Loan,  the Master  Servicer  shall  require the  related  Borrower to provide an
Opinion of Counsel that such  defeasance  will not cause an Adverse REMIC Event.
All expenses of the  defeasance  shall be charged to the  Borrower,  and not the
Trust.

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<PAGE>


     SECTION 3.29.     Interest Reserve Account.

     (a) On each  Distribution  Date  relating to any  Interest  Accrual  Period
ending in any February  and on any  Distribution  Date  relating to any Interest
Accrual  Period ending in any January which occurs in a year which is not a leap
year, the Master Servicer shall transfer from the Collection Account, in respect
of the Interest  Reserve Loans,  into the Interest  Reserve  Account,  an amount
equal to one day's  interest  on the Stated  Principal  Balance of the  Interest
Reserve  Loans  as of  the  Due  Date  occurring  in the  month  in  which  such
Distribution  Date occurs at the  related  Mortgage  Rate,  to the extent a full
Monthly  Payment or P&I  Advance is made and  received in respect  thereof  (all
amounts so deposited in any consecutive January and February,  "Interest Reserve
Amounts").

     (b) On each Distribution Date occurring in March, the Master Servicer shall
withdraw  from the  Interest  Reserve  Account an amount  equal to the  Interest
Reserve  Amounts from the preceding  January and  February,  if any, and deposit
such amount into the Distribution Account.

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

     SECTION 4.1.      Distributions of REMIC I.

     (a)   On each  Distribution  Date, the Trustee shall be deemed to apply the
Available  Funds as is  attributable to each Mortgage Loan for such date for the
following purposes and in the following order of priority:

          (i)   to  pay  interest to REMIC II in respect of each REMIC I Regular
Interest,  up to an  amount  equal  to,  and pro rata in  accordance  with,  all
Uncertificated Distributable Interest for each such REMIC I Regular Interest for
such Distribution Date;

          (ii) to pay  principal  to REMIC II in respect of each REMIC I Regular
Interest, up to an amount equal to, and pro rata in accordance with, the excess,
if any, of the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding  immediately  prior  to such  Distribution  Date,  over  the  Stated
Principal Balance of the related Mortgage Loan (including  without limitation an
REO Mortgage Loan or, if applicable,  a Qualified Substitute Mortgage Loan) that
will be outstanding immediately following such Distribution Date;

          (iii) to reimburse REMIC II for any Realized Losses and Expense Losses
previously  deemed  allocated  to the various  REMIC I Regular  Interests  (with
interest),  up to an amount equal to, and pro rata in accordance  with,  (a) the
Realized Loses and Expense Losses, if any, previously  allocated to such REMIC I
Regular  Interests and for which no reimbursement has previously been paid, plus
(b) all unpaid  interest  on such  amounts  (compounded  monthly) at the REMIC I
Remittance Rate for such REMIC I Regular  Interest for such  Distribution  Date;
and


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<PAGE>


          (iv) to the Holders of the Class [R-I]  Certificates that portion,  if
any, of the  Available  Funds for such date that has not  otherwise  been deemed
paid to REMIC II in respect of the REMIC I Regular  Interests  pursuant  to this
Section 4.1(a).

     (b) On each  Distribution  Date,  the Trustee shall be deemed to apply each
Prepayment  Premium  then on deposit in the  Distribution  Account and  received
during or prior to the related Collection Period, to pay additional  interest to
REMIC II in respect of the REMIC I Regular Interest that relates to the Mortgage
Loan  (including  without  limitation an REO Mortgage Loan or, if applicable,  a
Qualified  Substitute  Mortgage  Loan) as to which such  Prepayment  Premium was
received.

     (c) On each Distribution Date, after the deemed  distributions  pursuant to
Section  4.1(b) on that date,  the  Trustee  shall be deemed to apply any Excess
Liquidation Proceeds received with respect to a Mortgage Loan then on deposit in
the Excess Liquidation Proceeds Account, first, to reimburse the REMIC I Regular
Interests for, and to the extent of, any unreimbursed Realized Losses or Expense
Losses  previously  allocated  to  them  (with  interest);  second,  to pay  any
Servicing  Advances,  Advance  Interest or other  amounts that could  constitute
Realized Losses or Expense Losses in the future; and third upon the reduction of
the aggregate Uncertificated Principal Balances of the REMIC I Regular Interests
to zero, to pay any amounts  remaining on deposit in such account to the Special
Servicer as additional Special Servicer compensation.

     (d)   All  amounts  (other  Prepayment   Premiums  and  Excess  Liquidation
Proceeds)  deemed  paid to REMIC II in respect of the REMIC I Regular  Interests
pursuant to this Section 4.1 on any  Distribution  Date is herein referred to as
the "REMIC II Distribution Amount" for such date.

     SECTION 4.2.      Distributions of REMIC II.

     (a)   On each  Distribution  Date,  the Trustee  shall,  subject to Section
4.2(b),  be deemed to distribute the REMIC II Distribution  Amount to holders of
the REMIC II Regular Interests,  for the following purposes and in the following
order of priority:

          (i) an amount equal to the Distributable  Certificate Interest for the
Class [A-1A] Certificates,  Class [A-1B] Certificates and Class [S] Certificates
to Class [A-1A]-II Interest,  Class [A-1B]-II Interest, Class [A-2]-II Interest,
Class [A-3]-II Interest, Class [A-4]-II Interest, Class [B-1]-II Interest, Class
[B-2]-II  Interest,  Class [B-3]-II  Interest,  Class [B-4]-II  Interest,  Class
[B-5]-II  Interest,  Class [B-6]-II  Interest,  Class [B-7]-II  Interest,  Class
[B-8]-II  Interest,  Class [C]-II  Interest and Class [D]-II  Interest,  divided
among such REMIC II Regular  Interests in  proportion  to (A) in the case of the
Class   [A-1A]-II   Interest   and  Class   [A-1B]-II   Interest,   the  related
Uncertificated  Distributable Interest for such Distribution Date and (B) in the
case of each of Class [A-2]-II Interest, Class [A-3]-II Interest, Class [A-4]-II
Interest,  Class  [B-1]-II  Interest,  Class [B-2]-II  Interest,  Class [B-3]-II
Interest,  Class  [B-4]-II  Interest,  Class [B-5]-II  Interest,  Class [B-6]-II
Interest,  Class  [B-7]-II  Interest,  Class  [B-8]-II  Interest,  Class  [C]-II
Interest and Class [D]-II Interest, the related Class [S] Portion of the related
Uncertificated Distributable Interest for such Distribution Date;

                                      116
<PAGE>



          (ii) to the  Class  [A-1A]-II  Interest,  the  Principal  Distribution
Amount for such Distribution Date, until the Uncertificated Principal Balance of
the Class [A-1A]-II Interest has been reduced to zero;

          (iii) upon payment in full of the Uncertificated  Principal Balance of
the Class [A-1A]-II  Interest,  to the Class [A-1B]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal Balance of the Class [A-1B]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class [A-1A]-II Interest;

          (iv)  to Class  [A-1A]-II  Interest and Class  [A-1B]-II  Interest pro
rata on the basis of their respective entitlements to reimbursement described in
this clause (iv),  to reimburse  any  unreimbursed  Realized  Losses and Expense
Losses  previously  allocated to Class  [A-1A]-II  Interest and Class  [A-1B]-II
Interest as a result of the allocation of Realized  Losses and Expense Losses to
the Class [A-1A] and Class [A-1B]  Certificates,  plus interest on such Realized
Losses  and  Expense  Losses  compounded  monthly at the  applicable  respective
Adjusted REMIC II Remittance Rates of such Classes;

          (v)   to  the  Class   [A-2]-II   Interest,   the   remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (vi)  upon payment in full of the Uncertificated Principal Balances of
the Class  [A-1A]-II  Interest and the Class  [A-1B]-II  Interest,  to the Class
[A-2]-II Interest, the Principal Distribution Amount for such Distribution Date,
until the  Uncertificated  Principal  Balance of the Class [A-2]-II Interest has
been reduced to zero; the Principal  Distribution  Amount herein will be reduced
by any  portion  thereof  distributed  to the  holders  of the  Class  [A-1A]-II
Interest and Class [A-1B]-II Interest;

          (vii) to the Class [A-2]-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (viii)  to  the  Class  [A-3]-II   Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (ix)  upon payment in full of the Uncertificated  Principal Balance of
the Class  [A-2]-II  Interest,  to the Class  [A-3]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [A-3]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest and Class [A-2]-II Interest;


                                      117
<PAGE>


          (x)   to the Class [A-3]-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xi)  to  the  Class   [A-4]-II   Interest,   the   remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xii) upon payment in full of the Uncertificated  Principal Balance of
the Class  [A-3]-II  Interest,  to the Class  [A-4]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [A-4]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest, Class [A-2]-II Interest and Class [A-3]-II Interest;

          (xiii) to the Class [A-4]-II  Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xiv) to  the  Class   [B-1]-II   Interest,   the   remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xv)  upon payment in full of the Uncertificated  Principal Balance of
the Class  [A-4]-II  Interest,  to the Class  [B-1]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-1]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class  [A-1A]-II,  Class  [A-1B]-II  Interest,
Class [A-2]-II Interest, Class [A-3]-II Interest and Class [A-4]-II Interest;

          (xvi) to the Class [B-1]-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xvii)  to  the  Class  [B-2]-II   Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xviii) upon payment in full of the  Uncertificated  Principal Balance
of the Class [B-1]-II Interest,  to the Class [B-2]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-2]-II  Interest has been reduced to zero; the
Principal Distribution Amount herein will be reduced by any portion


                                      118
<PAGE>


thereof  distributed  to the  holders  of the Class  [A-1A]-II  Interest,  Class
[A-1B]-II  Interest,  Class [A-2]-II Interest,  Class [A-3]-II  Interest,  Class
[A-4]-II Interest and Class [B-1]-II Interest;

          (xix) to the Class [B-2]-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xx)  to  the  Class   [B-3]-II   Interest,   the   remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xxi) upon payment in full of the Uncertificated  Principal Balance of
the Class  [B-2]-II  Interest,  to the Class  [B-3]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-3]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest, Class [B-1]-II Interest and Class [B-2]-II Interest;

          (xxii) to the Class [B-3]-II  Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xxiii)  to  the  Class  [B-4]-II  Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xxiv) upon payment in full of the Uncertificated Principal Balance of
the Class  [B-3]-II  Interest,  to the Class  [B-4]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-4]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest,  Class [B-1]-II  Interest,  Class [B-2]-II Interest and Class [B-3]-II
Interest;

          (xxv) to the Class [B-4]-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xxvi)  to  the  Class  [B-5]-II   Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;


                                      119
<PAGE>


          (xxvii) upon payment in full of the  Uncertificated  Principal Balance
of the Class [B-4]-II Interest,  to the Class [B-5]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-5]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest,  Class  [B-1]-II  Interest,  Class [B-2]-II  Interest,  Class [B-3]-II
Interest and Class [B-4]-II Interest;

          (xxviii) to the Class [B-5]-II Interest, to reimburse any unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xxix)  to  the  Class  [B-6]-II   Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xxx) upon payment in full of the Uncertificated  Principal Balance of
the Class  [B-5]-II  Interest,  to the Class  [B-6]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-6]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest,  Class  [B-1]-II  Interest,  Class [B-2]-II  Interest,  Class [B-3]-II
Interest, Class [B-4]-II Interest and Class [B-5]-II Interest;

          (xxxi) to the Class [B-6]-II  Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xxxii)  to  the  Class  [B-7]-II  Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xxxiii) upon payment in full of the Uncertificated  Principal Balance
of the Class [B-6]-II Interest,  to the Class [B-7]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-7]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest,  Class  [B-1]-II  Interest,  Class [B-2]-II  Interest,  Class [B-3]-II
Interest,  Class [B-4]-II  Interest,  Class [B-5]-II Interest and Class [B-6]-II
Interest;

          (xxxiv) to the Class [B-7]-II Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses


                                      120
<PAGE>


and Expense  Losses  compounded  monthly at the  applicable  Adjusted REMIC II
Remittance Rate for such Class;

          (xxxv)  to  the  Class  [B-8]-II   Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xxxvi) upon payment in full of the  Uncertificated  Principal Balance
of the Class [B-7]-II Interest,  to the Class [B-8]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [B-8]-II  Interest has been reduced to zero; the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest,  Class  [B-1]-II  Interest,  Class [B-2]-II  Interest,  Class [B-3]-II
Interest,  Class  [B-4]-II  Interest,  Class [B-5]-II  Interest,  Class [B-6]-II
Interest and Class [B-7]-II Interest;

          (xxxvii) to the Class [B-8]-II Interest, to reimburse any unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xxxviii)  to  the  Class  [C]-II  Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xxxix) upon payment in full of the  Uncertificated  Principal Balance
of the Class  [B-8]-II  Interest,  to the Class [C]-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance of the Class [C]-II  Interest  has been reduced to zero;  the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed  to the holders of the Class  [A-1A]-II  Interest,  Class  [A-1B]-II
Interest,  Class  [A-2]-II  Interest,  Class [A-3]-II  Interest,  Class [A-4]-II
Interest,  Class  [B-1]-II  Interest,  Class [B-2]-II  Interest,  Class [B-3]-II
Interest,  Class  [B-4]-II  Interest,  Class [B-5]-II  Interest,  Class [B-6]-II
Interest, Class [B-7]-II Interest and Class [B-8]-II Interest;

          (xl)  to the Class [C]-II  Interest,  to  reimburse  any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class;

          (xli) to   the  Class   [D]-II   Interest,   the   remainder   of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

          (xlii) upon payment in full of the Uncertificated Principal Balance of
the  Class  [C]-II  Interest,  to  the  Class  [D]-II  Interest,  the  Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal Balance of the Class [D]-II Interest has been


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<PAGE>


reduced to zero; the Principal Distribution Amount herein will be reduced by any
portion  thereof  distributed  to the holders of the Class  [A-1A]-II  Interest,
Class [A-1B]-II  Interest,  Class [A-2]-II  Interest,  Class [A-3]-II  Interest,
Class [A-4]-II Interest, Class [B-1]-II Interest, Class [B-2]-II Interest, Class
[B-3]-II  Interest,  Class [B-4]-II  Interest,  Class [B-5]-II  Interest,  Class
[B-6]-II Interest,  Class [B-7]-II  Interest,  Class [B-8]-II Interest and Class
[C]-II Interest;

          (xliii) to the Class [D]-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously  allocated thereto,  plus interest
on such Realized Losses and Expense Losses compounded  monthly at the applicable
Adjusted REMIC II Remittance Rate for such Class; and

          (x1iv) thereafter, to the Class [R-II] Certificateholders.

     (b) On each Distribution Date after the aggregate  Uncertificated Principal
Balance  of each  REMIC II  Regular  Interest  other  than the  Class  [A-1A]-II
Interest and the Class  [A-1B]-II  Interest has been reduced to zero, and in any
event on the final  Distribution  Date in connection  with a termination  of the
Trust Fund described in Article IX hereof,  the payments of principal to be made
pursuant  to  Section  4.2(a)(ii)  and (iii)  above  with  respect  to the Class
[A-1A]-II  Interest and the Class  [A-1B]-II  Interest,  will be so made to such
REMIC II Regular  Interests,  up to an amount  equal to, and pro rata as between
such  REMIC  II  Regular   Interests  in   accordance   with,   the   respective
then-outstanding  aggregate  Uncertificated  Principal Balances of such REMIC II
Regular Interests.

            On the final  Distribution  Date in connection with a termination of
the Trust Fund described in Article IX hereof, the distributions of principal to
be made pursuant to clauses (vi), (ix), (xii),  (xv),  (xviii),  (xxi),  (xxiv),
(xxvii),  (xxx),  (xxxiii),  (xxxvi),  (xxxix) and (xlii) of this Section 4.2(a)
shall, in each such case,  subject to the then remaining portion of the REMIC II
Distribution  Amount for such date, be made to the Holders of the relevant Class
of REMIC II Regular Interests  otherwise  entitled to distributions of principal
pursuant to such clause up to an amount  equal to the  aggregate  Uncertificated
Principal  Balance  of such  Class  of REMIC II  Regular  Interests  outstanding
immediately prior to such Distribution Date.

     (c) On each  Distribution  Date,  the Trustee shall be deemed to distribute
any Prepayment Premiums deemed distributed to the REMIC I Regular Interests,  to
the REMIC II Regular  Interest then entitled to  distributions of principal from
the Principal  Distribution  Amount (or, if more than one Class of such REMIC II
Regular  Interests is entitled to  distributions of principal from the Principal
Distribution  Amount,  such Prepayment  Premiums shall be deemed to be allocated
among such Classes on a pro rata basis in accordance  with the relative  amounts
of such deemed distributions of principal).

     (d) On each Distribution Date, any Excess  Liquidation  Proceeds on deposit
in the Excess  Liquidation  Proceeds  Account deemed  distributed on the REMIC I
Regular Interests on such date, will in turn be deemed  distributed to reimburse
the  REMIC  II  Regular  Interests  (in  order  of  alphabetical,   and  if  the
alphabetical designations are the same, then numerical,  Class designation) for,
and to the  extent  of,  any  unreimbursed  Realized  Losses or  Expense  Losses
previously  allocated to them, plus interest.  Distributions will be deemed made
to the holders of the Class  [A-1A]-II  Regular  Interests  and Class  [A-1B]-II
Regular Interests pro rata as between


                                      122
<PAGE>


such Classes in  accordance  with their  respective  then-outstanding  aggregate
Uncertificated Principal Balances.

     SECTION 4.3.    Distributions of REMIC III.

     (a) On  each  Distribution  Date,  the  Trustee  shall  withdraw  from  the
Distribution  Account  the  Available  Funds in  respect  of REMIC  III for such
Distribution Date and shall apply such amount for the following  purposes and in
the following order of priority:

          (i) to pay interest to the Holders of the respective Classes of Senior
Certificates,  up to an amount  equal to, and pro rata as among such  Classes in
accordance with, all Distributable  Certificate Interest in respect of each such
Class of Certificates for such Distribution Date,

          (ii) to pay principal from the Principal  Distribution Amount for such
Distribution  Date,  first to the Holders of the Class [A-1A]  Certificates  and
second to the Holders of the Class [A-1B]  Certificates  in each case,  up to an
amount  equal to the lesser of (1) the  then-outstanding  aggregate  Certificate
Balance of such Class of Certificates and (2) the remaining portion,  if any, of
such Principal Distribution Amount;

          (iii) to  reimburse  the Holders of the Class  [A-1A] and Class [A-1B]
Certificates,  up to an amount  equal to, and pro rata as among such  Classes in
accordance  with,  (a) the  respective  amounts of  Realized  Losses and Expense
Losses,  if any,  previously  allocated to such Classes of Certificates  and for
which no reimbursement has previously been paid, plus (b) all unpaid interest on
such amounts (compounded  monthly) at the respective  Pass-Through Rates of such
Classes; and

          (iv) to make  payments  on the  Subordinate  Certificates  as provided
below;

provided that, on each Distribution Date after the aggregate Certificate Balance
of the  Subordinate  Certificates  has been reduced to zero, and in any event on
the final  Distribution  Date in connection with a termination of the Trust Fund
described in Article IX hereof, the payments of principal to be made pursuant to
clause  (ii)  above  with   respect  to  the  Class   [A-1A]  and  Class  [A-1B]
Certificates,  will be so made to the  Holders  of the  Class  [A-1A]  and Class
[A-1B]  Certificates,  up to an amount  equal to, and pro rata as  between  such
Classes  in  accordance   with,   the  respective   then-outstanding   aggregate
Certificate Balances of such Certificates;

     (b) On each Distribution Date, following the foregoing distributions on the
Senior  Certificates,  the Trustee shall apply the remaining portion, if any, of
the  Available  Funds in  respect  of REMIC III for such date for the  following
purposes and in the following order of priority:

          (i) to pay interest to the Holders of the Class [A-2] Certificates, up
to an amount equal to all Distributable  Certificate Interest in respect of such
Class of Certificates for such Distribution Date;


                                      123
<PAGE>


          (ii) if the  aggregate  Certificate  Balances of the Class  [A-1A] and
Class [A-1B]  Certificates  have been reduced to zero,  to pay  principal to the
Holders of the Class [A-2] Certificates,  up to an amount equal to the lesser of
(A)  the  then-outstanding  aggregate  Certificate  Balance  of  such  Class  of
Certificates  and (B) the  remaining  Principal  Distribution  Amount  for  such
Distribution Date;

          (iii) to reimburse the Holders of the Class [A-2]  Certificates  up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (iv) to pay  interest to the Holders of the Class [A-3]  Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (v) if the aggregate  Certificate  Balances of the Class [A-1A], Class
[A-1B] and Class [A-2]  Certificates have been reduced to zero, to pay principal
to the Holders of the Class  [A-3]  Certificates,  up to an amount  equal to the
lesser of (A) the then-outstanding  aggregate  Certificate Balance of such Class
of Certificates  and (B) the remaining  Principal  Distribution  Amount for such
Distribution Date;

          (vi) to reimburse the Holders of the Class [A-3] Certificates up to an
amount equal to (a) all Realized Losses and Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid,  plus (b) all unpaid interest on such amounts  (compounded
monthly) at the Pass-Through Rate for such Class of Certificates;

          (vii) to pay interest to the Holders of the Class [A-4]  Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (viii) if the  aggregate  Certificate  Balances  of the Class  [A-1A],
Class  [A-1B],  Class [A-2] and Class [A-3]  Certificates  have been  reduced to
zero, to pay principal to the Holders of the Class [A-4] Certificates,  up to an
amount  equal to the lesser of (A) the  then-outstanding  aggregate  Certificate
Balance  of  such  Class  of  Certificates  and  (B)  the  remaining   Principal
Distribution Amount for such Distribution Date;

          (ix) to reimburse the Holders of the Class [A-4] Certificates up to an
amount equal to (a) all Realized Losses and Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid,  plus (b) all unpaid interest on such amounts  (compounded
monthly) at the Pass-Through Rate for such Class of Certificates;


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<PAGE>

          (x) to pay interest to the Holders of the Class [B-1] Certificates, up
to an amount equal to all Distributable  Certificate Interest in respect of such
Class of Certificates for such Distribution Date;

          (xi) if the aggregate  Certificate Balances of the Class [A-1A], Class
[A-1B],  Class [A-2], Class [A-3] and Class [A-4] Certificates have been reduced
to zero, to pay principal to the Holders of the Class [B-1] Certificates,  up to
an amount equal to the lesser of (A) the then-outstanding  aggregate Certificate
Balance  of  such  Class  of  Certificates  and  (B)  the  remaining   Principal
Distribution Amount for such Distribution Date;

          (xii) to reimburse the Holders of the Class [B-1]  Certificates  up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xiii) to pay interest to the Holders of the Class [B-2] Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xiv) if the aggregate Certificate Balances of the Class [A-1A], Class
[A-1B],  Class [A-2], Class [A-3], Class [A-4] and Class [B-1] Certificates have
been  reduced  to zero,  to pay  principal  to the  Holders  of the Class  [B-2]
Certificates,  up to an amount  equal to the lesser of (A) the  then-outstanding
aggregate  Certificate  Balance  of  such  Class  of  Certificates  and  (B) the
remaining Principal Distribution Amount for such Distribution Date;

          (xv) to reimburse the Holders of the Class [B-2] Certificates up to an
amount equal to (a) all Realized Losses and Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid,  plus (b) all unpaid interest on such amounts  (compounded
monthly) at the Pass-Through Rate for such Class of Certificates;

          (xvi) to pay interest to the Holders of the Class [B-3]  Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xvii) if the  aggregate  Certificate  Balances  of the Class  [A-1A],
Class [A-1B], Class [A-2], Class [A-3], Class [A-4], Class [B-1] and Class [B-2]
Certificates  have been reduced to zero,  to pay principal to the Holders of the
Class  [B-3]  Certificates,  up to an  amount  equal  to the  lesser  of (A) the
then-outstanding aggregate Certificate Balance of such Class of Certificates and
(B) the remaining Principal Distribution Amount for such Distribution Date;

          (xviii) to reimburse the Holders of the Class [B-3] Certificates up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement has previously been paid, plus (b) all


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<PAGE>


unpaid interest on such amounts (compounded  monthly) at the Pass-Through Rate
for such Class of Certificates;

          (xix) to pay interest to the Holders of the Class [B-4]  Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xx) if the aggregate  Certificate Balances of the Class [A-1A], Class
[A-1B],  Class [A-2],  Class [A-3],  Class [A-4],  Class [B-1],  Class [B-2] and
Class [B-3]  Certificates  have been  reduced to zero,  to pay  principal to the
Holders of the Class [B-4] Certificates,  up to an amount equal to the lesser of
(A)  the  then-outstanding  aggregate  Certificate  Balance  of  such  Class  of
Certificates  and (B) the  remaining  Principal  Distribution  Amount  for  such
Distribution Date;

          (xxi) to reimburse the Holders of the Class [B-4]  Certificates  up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xxii) to pay interest to the Holders of the Class [B-5] Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xxiii) if the  aggregate  Certificate  Balances of the Class  [A-1A],
Class [A-1B],  Class [A-2],  Class [A-3], Class [A-4], Class [B-1], Class [B-2],
Class  [B-3] and Class  [B-4]  Certificates  have been  reduced to zero,  to pay
principal to the Holders of the Class [B-5] Certificates,  up to an amount equal
to the lesser of (A) the then-outstanding  aggregate Certificate Balance of such
Class of Certificates and (B) the remaining  Principal  Distribution  Amount for
such Distribution Date;

          (xxiv) to reimburse the Holders of the Class [B-5]  Certificates up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xxv) to pay interest to the Holders of the Class [B-6]  Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xxvi) if the  aggregate  Certificate  Balances  of the Class  [A-1A],
Class [A-1B],  Class [A-2],  Class [A-3], Class [A-4], Class [B-1], Class [B-2],
Class [B-3], Class [B-4] and Class [B-5] Certificates have been reduced to zero,
to pay principal to the Holders of the Class [B-6] Certificates, up to an amount
equal to the lesser of (A) the then-outstanding


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<PAGE>


aggregate  Certificate  Balance  of  such  Class  of  Certificates  and  (B) the
remaining Principal Distribution Amount for such Distribution Date;

          (xxvii) to reimburse the Holders of the Class [B-6] Certificates up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xxviii)   to  pay   interest  to  the  Holders  of  the  Class  [B-7]
Certificates, up to an amount equal to all Distributable Certificate Interest in
respect of such Class of Certificates for such Distribution Date;

          (xxix) if the  aggregate  Certificate  Balances  of the Class  [A-1A],
Class [A-1B],  Class [A-2],  Class [A-3], Class [A-4], Class [B-1], Class [B-2],
Class [B-3],  Class [B-4],  Class [B-5] and Class [B-6]  Certificates  have been
reduced  to  zero,   to  pay  principal  to  the  Holders  of  the  Class  [B-7]
Certificates,  up to an amount  equal to the lesser of (A) the  then-outstanding
aggregate  Certificate  Balance  of  such  Class  of  Certificates  and  (B) the
remaining Principal Distribution Amount for such Distribution Date;

          (xxx) to reimburse the Holders of the Class [B-7]  Certificates  up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xxxi) to pay interest to the Holders of the Class [B-8] Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xxxii) if the  aggregate  Certificate  Balances of the Class  [A-1A],
Class [A-1B],  Class [A-2],  Class [A-3], Class [A-4], Class [B-1], Class [B-2],
Class [B-3],  Class [B-4], Class [B-5], Class [B-6] and Class [B-7] Certificates
have been  reduced to zero,  to pay  principal to the Holders of the Class [B-8]
Certificates,  up to an amount  equal to the lesser of (A) the  then-outstanding
aggregate  Certificate  Balance  of  such  Class  of  Certificates  and  (B) the
remaining Principal Distribution Amount for such Distribution Date;

          (xxxiii) to reimburse the Holders of the Class [B-8]  Certificates  up
to an amount  equal to (a) all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xxxiv) to pay interest to the Holders of the Class [C]  Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;


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<PAGE>



          (xxxv) if the  aggregate  Certificate  Balances  of the Class  [A-1A],
Class [A-1B],  Class [A-2],  Class [A-3], Class [A-4], Class [B-1], Class [B-2],
Class [B-3],  Class [B-4], Class [B-5], Class [B-6], Class [B-7] and Class [B-8]
Certificates  have been reduced to zero,  to pay principal to the Holders of the
Class  [C]  Certificates,  up to an  amount  equal  to the  lesser  of  (A)  the
then-outstanding aggregate Certificate Balance of such Class of Certificates and
(B) the remaining Principal Distribution Amount for such Distribution Date;

          (xxxvi) to reimburse the Holders of the Class [C]  Certificates  up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates;

          (xxxvii) to pay interest to the Holders of the Class [D] Certificates,
up to an amount equal to all  Distributable  Certificate  Interest in respect of
such Class of Certificates for such Distribution Date;

          (xxxviii) if the aggregate  Certificate  Balances of the Class [A-1A],
Class [A-1B],  Class [A-2],  Class [A-3], Class [A-4], Class [B-1], Class [B-2],
Class [B-3], Class [B-4], Class [B-5], Class [B-6], Class [B-7], Class [B-8] and
Class [C]  Certificates  have been  reduced  to zero,  to pay  principal  to the
Holders of the Class [D]  Certificates,  up to an amount  equal to the lesser of
(A)  the  then-outstanding  aggregate  Certificate  Balance  of  such  Class  of
Certificates  and (B) the  remaining  Principal  Distribution  Amount  for  such
Distribution Date;

          (xxxix) to reimburse the Holders of the Class [D]  Certificates  up to
an  amount  equal  to (a)  all  Realized  Losses  and  Expense  Losses,  if any,
previously   allocated  to  such  Class  of   Certificates   and  for  which  no
reimbursement  has previously  been paid,  plus (b) all unpaid  interest on such
amounts  (compounded  monthly)  at the  Pass-Through  Rate  for  such  Class  of
Certificates; and

          (xl) to pay to the  Holders  of the  Class  [R-III]  Certificates  the
balance,  if any,  of the  Available  Funds in  respect  of  REMIC  III for such
Distribution Date;

provided  that, on the final  Distribution Date in connection with a termination
of the Trust Fund described in Article IX hereof, the distributions of principal
to be made pursuant to clauses (ii), (v), (viii),  (xi),  (xiv),  (xvii),  (xx),
(xxiii),  (xxvi), (xxix),  (xxxii),  (xxxv) and (xxxviii) of this Section 4.3(b)
shall, in each such case, subject to the then remaining portion of the Available
Funds in  respect  of REMIC III for such  date,  be made to the  Holders  of the
relevant  Class  of  Principal  Balance   Certificates   otherwise  entitled  to
distributions of principal  pursuant to such clause up to an amount equal to the
aggregate  Certificate  Balance  of  such  Class  of  Certificates   outstanding
immediately prior to such Distribution Date.

     (c) On each  Distribution  Date, the Prepayment  Premiums  collected by the
Master Servicer with respect to the Mortgage Loans during the related Collection
Period will be  distributed  to the holders of the Class  [A-1A],  Class [A-1B],
Class [A-2], Class [A-3], Class [A-

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<PAGE>


4],  Class [B-1] and Class [B-2]  Certificates  as follows.  The holders of each
such Class will receive an amount equal to (i) the Prepayment Premiums collected
with  respect to the  Mortgage  Loans  during  the  related  Collection  Period,
multiplied  by (ii) a  fraction  (not  more  than one or less  than  zero),  the
numerator  of  which  equals  the  excess,  if  any,  of the  Pass-Through  Rate
applicable  to that  Class of  Certificates,  over the  Discount  Rate,  and the
denominator  of which equals the excess,  if any, of the  Mortgage  Rate for the
prepaid  Mortgage Loan,  over the Discount Rate,  multiplied by (iii) a fraction
(not more than one or less than zero),  the  numerator  of which is equal to the
aggregate  distributions  of  principal to be made with respect to that Class of
Certificates on that Distribution Date, and the denominator of which is equal to
the Principal Distribution Amount for that Distribution Date.

            Any  portion  of any  Prepayment  Premium  remaining  after any such
payment to the holders of such Principal Balance Certificates as described above
will be distributed to the holders of the Class [S] Certificates.

     (d) On each Distribution Date, amounts on deposit in the Excess Liquidation
Proceeds  Account deemed  distributed on the REMIC II Regular  Interests on such
date,  will in turn be used to reimburse  the holders of the  Principal  Balance
Certificates (in order of alphabetical, and if the alphabetical designations are
the same,  then in  numerical,  Class  designation  ) for, and to the extent of,
unreimbursed  Realized  Losses or Expense Losses  previously  allocated to them,
plus interest  thereon.  Distributions  will be made to the holders of the Class
A-1-A  and  Class  [A-1B]  Certificates  pro rata as  between  such  Classes  in
accordance with the respective  then-outstanding  aggregate Certificate Balances
of such Certificates.

     (e) All of the  foregoing  distributions  to be made from the  Distribution
Account  on any  Distribution  Date  with  respect  to  the  REMIC  III  Regular
Certificates  shall be deemed made from the payments deemed made to REMIC III in
respect of the REMIC II Regular  Interests on such Distribution Date pursuant to
Section 4.2.

     SECTION  4.4.      Statements  to Rating  Agencies and  Certificateholders;
Available Information.

     (a) On each Distribution Date, the Trustee shall prepare and make available
electronically  (and upon  request  will  mail) to each  Rating  Agency and each
Holder of a Certificate,  with copies to the Depositor,  the  Controlling  Class
Representative,  Paying Agent, the Placement Agents, Master Servicer and Special
Servicer,  a statement (the "Trustee  Report") as to such  distribution  setting
forth the information  set forth on Exhibit H hereto,  and including among other
things, for each Class, as applicable:

          (i) The  Principal  Distribution  Amount and the amount  allocable  to
principal for such Class included in Available Funds in respect of REMIC III;

          (ii) Distributable  Certificate Interest for such Class and the amount
of Available Funds in respect of REMIC III allocable thereto,  together with any
Class Interest Shortfall allocable to such Class;


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<PAGE>


          (iii) The amount of any P&I  Advances  by the Master  Servicer  or the
Trustee included in the amounts distributed to the Certificateholders;

          (iv) The  Certificate  Balance  of each  Class of  Certificates  after
giving  effect to the  distribution  of  amounts  in  respect  of the  Principal
Distribution Amount on such Distribution Date;

          (v) Cumulative Realized Losses and Expense Losses and their allocation
to the Certificate Balance of any Class of Certificates;

          (vi) The Stated Principal  Balance of the Mortgage Loans as of the Due
Date preceding such Distribution Date;

          (vii) The number and aggregate principal balance of Mortgage Loans (A)
delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 or more days
and (D) as to which  foreclosure  proceedings  have  been  commenced  and,  with
respect to each delinquent  Mortgage Loan, the amount of the P&I Advance made on
such Distribution Date, the aggregate amount of Servicing  Advances  theretofore
made  that  remain  unreimbursed  and  the  aggregate  amount  of  P&I  Advances
theretofore made that remain unreimbursed;

          (viii) With respect to any  Mortgage  Loan that became an REO Mortgage
Loan during the preceding calendar month, the principal balance of such Mortgage
Loan as of the date it became an REO Mortgage Loan;

          (ix) As to any REO Property sold during the related Collection Period,
the date on which a Final Recovery  Determination was made and the amount of the
proceeds of such sale deposited into the Collection  Account,  and the aggregate
amount of REO Proceeds and Net REO Proceeds (in each case other than Liquidation
Proceeds) and other revenues  collected by the Special  Servicer with respect to
each REO  Property  during the  related  Collection  Period and  credited to the
Collection Account, in each case identifying such REO Property by name;

          (x) The outstanding  principal balance of each REO Mortgage Loan as of
the close of business on the  immediately  preceding  Due Date and the appraised
value  of the  related  REO  Property  per the  most  recent  Updated  Appraisal
obtained;

          (xi) The  amount  of the  Servicing  Compensation  paid to the  Master
Servicer  with  respect  to  such  Distribution  Date,  and  the  amount  of the
additional servicing  compensation described in Section 3.12(a) that was paid to
the Master Servicer with respect to such Distribution Date;

          (xii) The amount of any  Special  Servicing  Fee,  Disposition  Fee or
Workout Fee paid to the Special Servicer with respect to such Distribution Date;

          (xiii) The amount of (A) Prepayment Premiums distributed to each Class
of Certificates,  (B) Deferred Interest and (C) Default Interest received during
the related Collection Period;


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<PAGE>


          (xiv) The  Pass-Through  Rate  applicable  to the  REMIC  III  Regular
Certificates  (other than the Class [A-1A]  Certificates)  for such Distribution
Date;

          (xv) The  amount  of any  Appraisal  Reductions  effected  during  the
related  Collection  Period on a  Mortgage  Loan-by-Mortgage  Loan basis and the
total Appraisal Reductions as of such Distribution Date;

          (xvi) Any prepayments made during the current Collection Period;

          (xvii) The amounts,  if any, actually  distributed with respect to the
Class [R-I],  Class [R-II] or Class [R-III]  Certificates  on such  Distribution
Date;

          (xviii) Ratings from all Rating Agencies for all applicable Classes of
Certificates; and

          (xix) Any Mortgage Loan as to which  bankruptcy  proceedings have been
commenced against the related Borrower,  but only to the extent that the Trustee
has knowledge thereof.

            In the case of  information  furnished  pursuant to subclauses  (i),
(ii),  (iv) and  (xiii)(A)  above,  the amounts  shall be  expressed as a dollar
amount in the aggregate for all  Certificates of each  applicable  Class and for
each Class of  Certificates  for a denomination  of $1,000  initial  Certificate
Balance or Notional Amount.

            Within a  reasonable  period of time after the end of each  calendar
year,  the  Trustee  shall  furnish to each  Person  who at any time  during the
calendar  year was a Holder of a  Certificate  (including  holders  of the Class
[R-I],  Class [R-II] or Class [R-III]  Certificates) and to each Rating Agency a
statement  containing  the  information  set forth in  subclauses  (i), (ii) and
(xiii)(A) above, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall  be  deemed  to  have  been  satisfied  to the  extent  that  it  provided
substantially comparable information pursuant to any requirements of the Code as
from time to time in force.

            In addition to the reports required to be delivered pursuant to this
Section  4.4(a),  the Trustee shall make  available upon request to each Holder,
Certificate Owner and proposed  transferee of a Privately Placed  Certificate or
interest therein such additional  information,  if any, required to be delivered
under  Rule  144A(d)(4)  and in its  possession  so as to  permit  the  proposed
transfer to be effected pursuant to Rule 144A.

     (b) The Trustee shall only be obligated to deliver the statements,  reports
and  information  contemplated  by Section  4.4(a) to the extent it receives the
necessary underlying  information from the Master Servicer, the Special Servicer
and the Rating Agencies, as applicable,  and shall not be liable for any failure
to deliver any thereof on the prescribed  due dates,  to the extent such failure
is caused by the Master Servicer's or the Special  Servicer's failure to deliver
such  underlying  information in a timely manner.  Absent  manifest  error,  the
Trustee (i)


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<PAGE>


may  conclusively  rely on any such  information  forwarded  to it by the Master
Servicer,  the  Special  Servicer  and the Rating  Agencies,  (ii) shall have no
obligation to verify the same and (iii) with respect to the information provided
by  Section  4.4(a)(xviii),  shall not be liable  for the  accuracy  of, and may
include a disclaimer with, such  information.  Nothing herein shall obligate the
Trustee,  the  Master  Servicer  or the  Special  Servicer  to  violate  (in the
reasonable judgment of the Master Servicer, the Special Servicer or the Trustee,
as  appropriate)  any  applicable law or provision of any Mortgage Loan document
prohibiting  disclosure  of  information  with  respect to any  Borrower and the
failure  of the  Trustee,  the  Master  Servicer  or  the  Special  Servicer  to
disseminate information for such reason shall not be a breach hereof.

            The Trustee shall make available each month, to  Certificateholders,
Certificate  Owners,  prospective  investors and any other interested party, via
the Trustee's  Internet Website,  in a downloadable  format, all Trustee Reports
and  Unrestricted  Servicer Reports and, with the consent or at the direction of
the Depositor,  such other  information  regarding the  Certificates  and/or the
Mortgage Loans as the Trustee may have in its possession;  provided that, unless
(i) the  particular  report or  information  has been filed with the  Commission
pursuant to Section 3.20 or (ii) the Depositor has notified the Trustee that the
Privately  Placed  Certificates  have been sold to  unaffiliated  third parties,
access to such reports and information on the Trustee's Internet Website will be
password protected to the same extent,  and limited to the same Persons,  as the
Restricted  Servicer  Reports.  After the Trustee shall have received the notice
from the Depositor regarding the sale of the Privately Placed  Certificates,  as
described in the preceding  sentence,  the Trustee  shall make the  Distribution
Date Statement available to any interested party via the fax-on-demand  service.
The Trustee shall make the Restricted Servicer Reports available each month, via
the Trustee's Internet Website, to any Certificateholder, Certificate Owner, any
Person identified by any Certificateholder or Certificate Owner as a prospective
transferee of a Certificate  or interest  therein,  the  Placement  Agents,  any
Rating Agency, the Master Servicer,  the Special Servicer, the Controlling Class
Representative  or any party hereto,  with the use of a password provided by the
Trustee  to such  person  upon  receipt  by the  Trustee  from such  Person of a
certification  substantially  in the form of  Exhibit  I-1 or  Exhibit  I-2,  as
applicable,  provided,  however, that the Trustee shall provide such password to
each party hereto, the Controlling Class  Representative,  Placement Agents, the
Master Servicer,  the Special Servicer, and each Rating Agency without requiring
such certification.  In addition,  the Trustee is hereby directed and authorized
to  make  available,  as  a  convenience  to  interested  parties  (and  not  in
furtherance of the  distribution of the Prospectus or the Prospectus  Supplement
under the securities  laws),  this Agreement,  the Prospectus and the Prospectus
Supplement  via  the  Trustee's  Internet  Website.  The  Trustee  will  make no
representations  or  warranties  as to the  accuracy  or  completeness  of  such
documents and will assume no responsibility therefor.

            The    Trustee's    Internet    Website    shall   be   located   at
"www.ctslink.com/cmbs"  or at such other  address as shall be  specified  by the
Trustee  from  time to time in the  Trustee  Report  and in one or more  written
notices   delivered  to  the  other  parties  hereto,   the  Controlling   Class
Representative  (if any), the  Certificateholders  and the Rating  Agencies.  In
connection with providing access to the Trustee's Internet Website,  the Trustee
may require  registration and the acceptance of a disclaimer.  The Trustee shall
not be liable for the  dissemination  of  information  in  accordance  with this
Agreement.


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<PAGE>


            The  Trustee  shall  be  entitled  to  rely  on  but  shall  not  be
responsible  for the content or accuracy  of any  information  provided by third
parties for purposes of preparing  the Trustee  Report and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any party hereto).

     SECTION 4.5.      Remittances; P&I Advances.

     (a) For purposes of this Section 4.5,  "Applicable  Monthly  Payment" shall
mean, for any Mortgage Loan with respect to any month, (A) if such Mortgage Loan
is delinquent as to its Balloon Payment or constitutes an REO Mortgage Loan, the
related  Assumed  Monthly Payment and (B) if such Mortgage Loan is not described
by the preceding clause, the Monthly Payment.

     (b) By 2:00 p.m. central time on the Remittance Date immediately  preceding
each Distribution Date, the Master Servicer shall:

          (i) remit to the Trustee from the  Collection  Account (A) for deposit
in the Distribution  Account an amount equal to the Prepayment  Premiums and (B)
for deposit in the Excess  Liquidation  Proceeds  Account an amount equal to the
Excess  Liquidation  Proceeds  received by the Master Servicer in the Collection
Period preceding such Remittance Date;

          (ii) remit to the Trustee from the  Collection  Account for deposit in
the  Distribution  Account an amount equal to the Available  Funds in respect of
REMIC I for such Distribution Date (excluding P&I Advances);

          (iii)  subject  to  Section  4.5(c),  make an  advance  (each,  a "P&I
Advance"),  by deposit into the Collection Account, and remit such amount to the
Distribution  Account,  in an amount equal to the Applicable Monthly Payment for
each Mortgage Loan (net of the Master  Servicing Fee), to the extent such amount
was not  received  on such  Mortgage  Loan as of the  close of  business  on the
related Determination Date; and

          (iv) remit to the Trustee from the Grantor  Trust  Collection  Account
for deposit in the Grantor  Trust  Distribution  Account an amount  equal to the
Deferred  Interest  received  by the Master  Servicer in the  Collection  Period
preceding such Remittance Date.

     (c)  Notwithstanding   Section  4.5(b)(iii),   upon  determination  of  the
Appraisal  Reduction with respect to any Required  Appraisal Loan, the amount of
any  delinquent  interest  required to be advanced with respect to such Required
Appraisal  Loan shall be an amount equal to the product of (A) the amount of the
delinquent  interest  that would be  required  to be advanced in respect of such
Mortgage Loan without regard to the application of this sentence,  multiplied by
(B) a fraction,  the numerator of which is equal to the Stated Principal Balance
of such Mortgage Loan as of the immediately  preceding  Determination  Date less
the Appraisal  Reduction and the  denominator of which is such Stated  Principal
Balance.

     (d) If, as of 3:00 p.m.,  New York City time,  on any  Remittance  Date the
Master  Servicer  shall not (i) have made the P&I Advance  required to have been
made on such


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date  pursuant to Section  4.5(b)(iii)  or (ii)  delivered the  certificate  and
documentation related to a determination of nonrecoverability, the Trustee shall
no later than 10:00 a.m., New York City time, on such  Distribution Date deposit
into the Distribution Account in immediately  available funds an amount equal to
the P&I Advances  otherwise  required to have been made by the Master  Servicer,
and such failure by the Master Servicer shall  constitute an Event of Default on
the part of the Master Servicer.

     (e) Anything to the contrary in this Agreement notwithstanding, none of the
Master  Servicer or the Trustee  shall be obligated to make a P&I Advance on any
date on which a P&I Advance is otherwise required to be made by this Section 4.5
if the Master  Servicer or the  Trustee,  as  applicable,  determines  that such
Advance will be a Nonrecoverable Advance. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer that a P&I Advance, if
made, would be a Nonrecoverable  Advance. The Trustee, in determining whether or
not a P&I Advance previously made is, or a proposed P&I Advance,  if made, would
be, a  Nonrecoverable  Advance shall make such  determination  in its good faith
judgment.

     (f) The Master  Servicer or the Trustee,  as applicable,  shall be entitled
to, and the Master  Servicer  hereby  covenants  and agrees to promptly seek and
effect,  the reimbursement of P&I Advances made to the extent permitted pursuant
to Section  3.6(a)(ii)  of this  Agreement  together  with any  related  Advance
Interest Amount in respect of such P&I Advances to the extent permitted pursuant
to Section 3.6(a)(iii).

     SECTION 4.6.     Allocation of Realized Losses and Expense Losses.

     (a) On each  Distribution  Date,  following the deemed  distributions to be
made in respect of the REMIC I Regular  Interests  pursuant to Section  4.1, the
Uncertificated  Principal Balance of each REMIC I Regular Interest (after taking
account  of such  deemed  distributions)  shall be  reduced  to equal the Stated
Principal Balance of the related Mortgage Loan (including  without limitation an
REO Mortgage Loan or, if applicable,  a Qualified Substitute Mortgage Loan) that
will  be  outstanding   immediately   following  such  Distribution  Date.  Such
reductions  shall be deemed to be an allocation  of Realized  Losses and Expense
Losses.

     (b) On each Distribution Date,  Realized Losses and Expense Losses that are
applied to each Class of REMIC III Regular  Certificates  shall be  allocated to
reduce the  Uncertificated  Principal  Balance of the  Related  REMIC II Regular
Interest.

     (c) On each  Distribution  Date,  following the distributions to be made to
the  Certificateholders  on such date pursuant to Section 4.3, the Trustee shall
determine  the  amount,  if any,  by which  (i) the  then-aggregate  Certificate
Balance of the Principal Balance Certificates, exceeds (ii) the aggregate Stated
Principal  Balance of the  Mortgage  Pool that will be  outstanding  immediately
following such Distribution Date. If such excess does exist, then the respective
aggregate  Certificate  Balances of the Class [D], Class [C], Class [B-8], Class
[B-7],  Class [B-6],  Class [B-5],  Class [B-4], Class [B-3], Class [B-2], Class
[B-1],  Class [A-4],  Class [A-3] and Class [A-2]  Certificates shall be reduced
sequentially,  in that  order,  in each  case,  until the first to occur of such
excess  being  reduced to zero or the  related  Class  Principal  Balance  being
reduced to zero.  If, after the foregoing  reductions,  the amount  described in
clause (i) of the second


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preceding  sentence  still  exceeds the amount  described  in clause (ii) of the
second preceding sentence, then the respective aggregate Certificate Balances of
the Class [A-1A] and Class  [A-1B]  Certificates  shall be reduced,  pro rata in
accordance with the relative sizes of the then-outstanding aggregate Certificate
Balances  of such  Classes  of  Certificates,  until  the first to occur of such
excess being reduced to zero or each such  aggregate  Certificate  Balance being
reduced to zero.  Such reductions in the aggregate  Certificate  Balances of the
respective  Classes  of  Principal  Balance  Certificates  shall be deemed to be
allocations of Realized Losses and Expense Losses among the Certificates of each
since Class in  proportion  to their  respective  Percentage  Interests  in such
Class.

     SECTION 4.7.      Distributions on the Grantor Trust.

      On each  Distribution  Date,  the Trustee shall withdraw the amount of any
Deferred  Interest  received in the related  Collection  Period from the Grantor
Trust Distribution Account and shall distribute such funds to the holders of the
Class [E] Certificates.

     SECTION 4.8.      Distributions in General.

     (a)   All amounts distributable to a Class of Certificates pursuant to this
Article  IV on each  Distribution  Date  shall be  allocated  pro rata among the
outstanding Certificates in each such Class based on their respective Percentage
Interests. Such distributions shall be made on each Distribution Date other than
the Termination Date to each  Certificateholder  of record on the related Record
Date by check  mailed by first class mail to the  address set forth  therefor in
the  Certificate  Register or, provided that such  Certificateholder  shall have
provided  the Paying  Agent with wire  instructions  in writing on or before the
related Record Date (or upon standing  instructions  given to the Trustee or the
Paying  Agent  on the  Closing  Date or on or  before  any  Record  Date,  which
instructions  may be revoked at any time  thereafter  upon written notice to the
Trustee  or the Paying  Agent on or before the  related  Record  Date),  by wire
transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity  located in the United  States and having  appropriate
facilities therefor. The final distribution on each Certificate shall be made in
like  manner,  but only  upon  presentment  and  surrender  of such  Certificate
(determined without regard to any possible future  reimbursement of any Realized
Losses or Expense  Losses  previously  allocated  to such  Certificates)  at the
offices designated by the Trustee or its agent (which may be the Paying Agent or
the Certificate  Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution. Any distribution that is to be
made with  respect to a  Certificate  in  reimbursement  of a  Realized  Loss or
Expense Loss previously allocated thereto, which reimbursement is to occur after
the date on  which  such  Certificate  is  surrendered  as  contemplated  by the
preceding sentence,  will be made by check mailed to the Certificateholder  that
surrendered such Certificate or by wire transfer if such  Certificateholder  has
provided the Trustee with wire transfer instructions.

     (b)   Except  as otherwise  provided in Section 9.1, the Trustee shall,  no
later  than the 15th day of the month in the month  preceding  the  Distribution
Date on which the final  distribution  with respect to any Class of Certificates
is expected to be made or such later day as the Trustee  becomes  aware that the
final distribution with respect to any Class of Certificates is


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<PAGE>


expected to be made on the succeeding  Distribution Date, mail to each Holder of
such Class of Certificates and to the Rating  Agencies,  on such day a notice to
the effect that:

          (i) the Trustee reasonably expects,  based upon information previously
provided  to it,  that the final  distribution  with  respect  to such  Class of
Certificates will be made on such Distribution  Date, but only upon presentation
and  surrender  of  such  Certificates  at the  office  of the  Trustee  therein
specified; and

          (ii) if such final  distribution is made on such Distribution Date, no
interest  shall  accrue on such  Certificates  from and after such  Distribution
Date;

provided,  however,  that the  Class  [R-I],  Class  [R-II]  and  Class  [R-III]
Certificates  shall  remain  outstanding  until  there  is  no  other  Class  of
Certificates,   REMIC  I  Regular   Interests  or  REMIC  II  Regular  Interests
outstanding.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such  Distribution  Date  because of the failure of such Holder or Holders to
tender their  Certificates  shall, on such  Distribution  Date, be set aside and
held in  trust  for the  benefit  of the  appropriate  non-tendering  Holder  or
Holders.  If any Certificates as to which notice has been given pursuant to this
Section  4.8(b)  shall not have been  surrendered  for  cancellation  within six
months after the time specified in such notice,  the Trustee shall mail a second
notice  to  the  remaining  non-tendering  Certificateholders,   at  their  last
addresses shown in the Certificate Register, to surrender their Certificates for
cancellation  in order to receive  from such  funds held the final  distribution
with respect thereto.  If, within one year after the second notice,  any of such
Certificates shall not have been surrendered for cancellation,  the Trustee may,
directly or through an agent,  take  appropriate  steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of  maintaining  such funds in trust and of  contacting  such
Certificateholders  shall be paid out of such funds.  If, within two years after
the second notice,  any such  Certificates  shall not have been  surrendered for
cancellation, the Paying Agent shall pay to the Class [R-III] Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder or by the
Trustee  as a  result  of such  Certificateholder's  failure  to  surrender  its
Certificate(s) for final payment thereof in accordance with this Section 4.8(b).
Any such  amounts  transferred  to the  Trustee  may be  invested  in  Permitted
Investments and all income and gain realized from investment of such funds shall
be for the benefit of the Trustee. The Trustee shall deposit into the applicable
account  funds  in the  amount  of any  loss  incurred  in  respect  of any such
Permitted Investment immediately upon realization of such loss.

     SECTION 4.9.      Compliance with Withholding Requirements.

            Notwithstanding  any other provision of this  Agreement,  the Paying
Agent shall  comply with all federal  withholding  requirements  with respect to
payments to  Certificateholders  of interest or original issue discount that the
Paying Agent  reasonably  believes are applicable under the Code. The consent of
Certificateholders  shall not be required for any such  withholding.  The Paying
Agent agrees that it will not  withhold  with respect to payments of interest or
original  issue discount in the case of a  Certificateholder  that is a non-U.S.
Person that


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<PAGE>


has furnished or caused to be furnished (i) an effective Form W-8 or Form W-9 or
an  acceptable  substitute  form or a successor  form and who has  informed  the
Trustee in writing that it is not a "10-percent  shareholder" within the meaning
of Code Section 871(h)(3)(B) or a "controlled foreign corporation"  described in
Code Section  881(c)(3)(C)  with respect to the Trust Fund or the Depositor,  or
(ii) an  effective  Form 4224 or an  acceptable  substitute  form or a successor
form.  In the event the Paying  Agent or its agent  withholds  any  amount  from
interest  or  original  issue  discount  payments  or  advances  thereof  to any
Certificateholder pursuant to federal withholding requirements, the Paying Agent
shall  indicate  the amount  withheld to such  Certificateholder.  Any amount so
withheld shall be treated as having been  distributed to such  Certificateholder
for all purposes of this Agreement.

                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.1.      The Certificates.

            The Certificates consist of the Class [A-1A] Certificates, the Class
[A-1B] Certificates,  the Class [S] Certificates,  the Class [A-2] Certificates,
the Class  [A-3]  Certificates,  the Class [A-4]  Certificates,  the Class [B-1]
Certificates,  the Class [B-2] Certificates,  the Class [B-3] Certificates,  the
Class  [B-4]  Certificates,  the  Class  [B-5]  Certificates,  the  Class  [B-6]
Certificates,  the Class [B-7] Certificates,  the Class [B-8] Certificates,  the
Class [C] Certificates,  the Class [D] Certificates, the Class [E] Certificates,
the Class  [R-I]  Certificates,  the  Class  [R-II]  Certificates  and the Class
[R-III] Certificates.

            The Class [A-1A], Class [A-1B], Class [S], Class [A-2], Class [A-3],
Class [A-4],  Class [B-1],  Class [B-2],  Class [B-3], Class [B-4], Class [B-5],
Class [B-6],  Class [B-7],  Class [B-8],  Class [C], Class [D], Class [E], Class
[R-I], Class [R-II] and Class [R-III]  Certificates will be substantially in the
forms  annexed  hereto as Exhibits  A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,
A-10,   A-11,  A-12,  A-13,  A-14,  A-15,  A-16,  A-17,  A-18,  A-19  and  A-20,
respectively.  The  Certificates  of each Class will be issuable  in  definitive
physical  form only,  registered in the name of the holders  thereof;  provided,
however,  that in accordance with Section 5.3 beneficial  ownership interests in
the REMIC III Regular  Certificates shall initially be represented by Book-Entry
Certificates  held and  transferred  through the  book-entry  facilities  of the
Securities   Depository,   in  minimum   denominations  of  authorized   initial
Certificate  Balance or Notional Amount,  as described in the succeeding  table.
The Class [S],  Class [A-1A],  Class  [A-1B],  Class [A-2],  Class [A-3],  Class
[A-4],   Class  [B-1]  and  Class  [B-2]   Certificates   shall  be  in  minimum
denominations  of $5,000 and  multiples  of $1 in excess  thereof  and the Class
[B-3],  Class [B-4],  Class [B-5],  Class [B-6], Class [B-7], Class [B-8], Class
[C] and Class [D] Certificates shall be in minimum  denominations of $__________
and multiples of $1 in excess thereof.  The Class [E], Class [R-I], Class [R-II]
and  Class  [R-II]  Certificates  shall  be  in  minimum  denominations  of  __%
Percentage  Interests and integral multiples of 1% Percentage Interest in excess
thereof and together  aggregating  the entire 100%  Percentage  Interest in each
such Class.

            Any of the Certificates  may be issued with appropriate  insertions,
omissions,  substitutions  and  variations,  and may have imprinted or otherwise
reproduced thereon such

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<PAGE>


legend or legends,  not inconsistent  with the provisions of this Agreement,  as
may be  required to comply  with any law or with rules or  regulations  pursuant
thereto,  or with the rules of any securities  market in which the  Certificates
are admitted to trading, or to conform to general usage.

            Each  Certificate  may be printed or in typewritten or similar form,
and each Certificate  shall, upon original issue, be executed by the Trustee and
authenticated  by the Trustee or the  Authenticating  Agent and delivered to (or
upon the order of) the Depositor.  All Certificates  shall be executed by manual
or facsimile  signature on behalf of the Trustee or  Authenticating  Agent by an
authorized  officer or  signatory.  Certificates  bearing  the  signature  of an
individual who was at any time the proper officer or signatory of the Trustee or
Authenticating   Agent   shall  bind  the  Trustee  or   Authenticating   Agent,
notwithstanding  that such individual has ceased to hold such office or position
prior to the  delivery  of such  Certificates  or did not hold  such  office  or
position at the date of such  Certificates.  No Certificate shall be entitled to
any benefit  under this  Agreement,  or be valid for any  purpose,  unless there
appears on such  Certificate a  certificate  of  authentication  in the form set
forth in Exhibits  A-1 through  A-20  executed  by the  Authenticating  Agent by
manual signature,  and such certificate of  authentication  upon any Certificate
shall be conclusive evidence,  and the only evidence,  that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.

     SECTION 5.2.     Registration, Transfer and Exchange of Certificates.

     (a) The  Trustee  shall  keep or  cause  to be kept at the  offices  of the
Certificate  Registrar  (the  "Certificate   Register")  for  the  registration,
transfer and exchange of Certificates (the Trustee, in such capacity,  being the
"Certificate Registrar").  The names and addresses of all Certificateholders and
the  names  and  addresses  of the  transferees  of any  Certificates  shall  be
registered in the Certificate Register. The Person in whose name any Certificate
is so  registered  shall be deemed  and  treated  as the sole  owner and  Holder
thereof for all purposes of this Agreement and the  Certificate  Registrar,  the
Master Servicer,  the Special  Servicer,  the Trustee,  any Paying Agent and any
agent of any of them shall not be  affected  by any notice or  knowledge  to the
contrary. A Definitive Certificate is transferable or exchangeable only upon the
surrender of such Certificate to the Certificate Registrar at the offices of the
Certificate  Registrar together with an assignment and transfer (executed by the
Holder or his duly  authorized  attorney),  subject to the  requirements of this
Section 5.2.  Upon  request of the  Trustee,  the  Certificate  Registrar  shall
provide the Trustee with the names,  addresses and  Percentage  Interests of the
Holders.

     (b)  Upon  surrender  for   registration  of  transfer  of  any  Definitive
Certificate,  subject to the requirements of this Section 5.2, the Trustee shall
execute and the Authenticating  Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate  Certificate Balance.  Such Certificates shall
be delivered by the  Certificate  Registrar in accordance with this Section 5.2.
Each Certificate surrendered for registration of transfer shall be cancelled and
subsequently destroyed by the Certificate Registrar. Each new Certificate issued
pursuant to this  Section 5.2 shall be  registered  in the name of any Person as
the transferring  Holder may request,  subject to the provisions of this Section
5.2.


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<PAGE>



     (c) The  exchange,  transfer  and  registration  of transfer of  Definitive
Certificates  that are  Privately  Placed  Certificates  shall be subject to the
restrictions  set forth  below (in  addition  to the  other  provisions  of this
Section 5.2):

          (i)  The  Certificate  Registrar  shall  register  the  transfer  of a
Definitive  Certificate that is a Privately Placed  Certificate if the requested
transfer  is  being  made to a  transferee  who  has  provided  the  Certificate
Registrar with an Investment  Representation Letter substantially in the form of
Exhibit D-1 hereto (an "Investment  Representation  Letter"), to the effect that
the transfer is being made to a Qualified Institutional Buyer in accordance with
Rule 144A ( and in the case of the Residual Certificates, a Trustee Affidavit as
required by Section 5.2(j)(ii)); or

          (ii) The  Certificate  Registrar  shall  register  the  transfer  of a
Definitive  Certificate that is a Privately Placed  Certificate  (other than the
Class [E] Certificates and the Residual Certificates), if prior to the transfer,
the  transferee  furnishes  to  the  Certificate  Registrar  (1)  an  Investment
Representation  Letter  to the  effect  that the  transfer  is being  made to an
Institutional  Accredited  Investor in accordance  with an applicable  exemption
under the 1933 Act,  (2) an  Opinion of Counsel  acceptable  to the  Certificate
Registrar  that such  transfer  is in  compliance  with the 1933 Act,  and (3) a
written  undertaking  by the  transferor  to  reimburse  the Trust for any costs
incurred by it in connection with the proposed transfer.

     (d) Subject to the  restrictions on transfer and exchange set forth in this
Section 5.2, the Holder of one or more Certificates may transfer or exchange the
same in whole or in part (with a Certificate Balance or Notional Amount equal to
any authorized  denomination) by surrendering such Certificate at the offices of
the  Certificate  Registrar or at the office of any transfer agent  appointed as
provided  under this  Agreement,  together  with an  instrument of assignment or
transfer (executed by the Holder or its duly authorized  attorney),  in the case
of transfer, and a written request for exchange in the case of exchange. Subject
to the  restrictions  on transfer  set forth in this  Section  5.2,  following a
proper request for transfer or exchange, the Certificate Registrar shall, within
a  reasonable  time  period  after  such  request,  execute  and  deliver to the
transferee  (in the case of transfer) or the Holder (in the case of exchange) or
send by first class mail (at the risk of the  transferee in the case of transfer
or the Holder in the case of exchange) to such address as the  transferee or the
Holder, as applicable, may request, a Definitive Certificate or Certificates, as
the case may  require,  for a like  aggregate  Certificate  Balance or  Notional
Amount and in such authorized denomination or denominations as may be requested.
The  presentation for transfer or exchange of any Definitive  Certificate  shall
not be valid unless made at the offices of the  Certificate  Registrar or at the
office of a transfer  agent by the  registered  Holder in  person,  or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration  of transfer of any  Certificate  during
the period of 15 days preceding any Distribution Date.

     (e) Any  Certificates  that are Privately  Placed  Certificates may only be
transferred  to  Eligible   Investors  as  described  herein.  In  the  event  a
Responsible  Officer of the  Certificate  Registrar has actual  knowledge that a
Definitive  Certificate that is a Privately Placed  Certificate is being held by
or for the benefit of a Person who is not an Eligible Investor, or that


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<PAGE>


such  holding is unlawful  under the laws of a relevant  jurisdiction,  then the
Certificate  Registrar shall void such transfer,  if permitted under  applicable
law,  or to  require  the  investor  to  sell  such  Definitive  Certificate  or
beneficial  interest in such  Book-Entry  Certificate  to an  Eligible  Investor
within 14 days after notice of such determination and each  Certificateholder by
its  acceptance of a Certificate  authorizes the  Certificate  Registrar to take
such action. The Certificate  Registrar shall be under no duty to investigate to
determine if such transferee is an Eligible Investor.

     (f) No fee or service charge shall be imposed by the Certificate  Registrar
for its services in respect of any registration of transfer or exchange referred
to in this Section 5.2 other than for transfers of Privately Placed Certificates
to Institutional  Accredited  Investors,  as provided herein. In connection with
any transfer of Privately  Placed  Certificates to an  Institutional  Accredited
Investor,  the transferor shall reimburse the Trust for any costs (including the
cost of the Certificate  Registrar's  counsel's  review of the documents and any
legal  opinions  submitted by the  transferor or  transferee to the  Certificate
Registrar  as  provided  herein)  incurred  by  the  Certificate   Registrar  in
connection with such transfer.  The Certificate Registrar may require payment by
each  transferor  of a sum  sufficient  to  cover  any  tax,  expense  or  other
governmental charge payable in connection with any such transfer.

     (g) Subject to the other  provisions of this Section 5.2,  transfers of the
Class [R-I],  Class [R-II] and Class  [R-III]  Certificates  may be made only in
accordance with Section  5.2(c)(i),  this Section 5.2(g) and Section 5.2(j). The
Certificate Registrar shall register the transfer of a Class [R-I], Class [R-II]
or Class [R-III]  Certificate if (i) the transferor has advised the  Certificate
Registrar in writing that the  Certificate is being  transferred to a buyer that
the transferor reasonably believes is a Qualified  Institutional Buyer; and (ii)
prior to transfer  the  transferor  furnishes  to the  Certificate  Registrar an
Investment Representation Letter.

     (h) Neither the Depositor,  the Master Servicer,  the Special Servicer, the
Trustee nor the  Certificate  Registrar  is obligated to register or qualify any
Class  of  Privately  Placed  Certificates  under  the  1933  Act or  any  other
securities law or to take any action not otherwise required under this Agreement
to  permit  the  transfer  of  such   Certificates   without   registration   or
qualification. Any Certificateholder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Depositor,  the Master Servicer, the Special
Servicer, the Trustee and the Certificate Registrar, against any loss, liability
or expense that may result if the  transfer is not exempt from the  registration
requirements  of the 1933 Act or is not made in accordance with such federal and
state laws.

     (i) No transfer of any  Ownership  Interest  in a  Subordinate  Certificate
shall  be  made  to  (i) an  employee  benefit  plan  subject  to the  fiduciary
responsibility  provisions  of  ERISA,  or  Section  4975  of  the  Code,  or  a
governmental  plan subject to any federal,  state or local law ("Similar  Law"),
which is to a material extent,  similar to the foregoing  provisions of ERISA or
the Code (collectively, a "Plan") or (ii) an insurance company that is using the
assets of any insurance company separate account or general account in which the
assets of any such Plan are invested  (or which are deemed  pursuant to ERISA or
any  Similar  Law to include  assets of Plans) to acquire  any such  Subordinate
Certificates,  if such  transfer  or the  subsequent  holding of the  applicable
Certificate  would constitute or result in a prohibited  transaction  within the
meaning of Section 406 or 407 of ERISA, Section 4975 of the Code, or any Similar
Law. Each prospective


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transferee of a Definitive  Certificate that is a Subordinate  Certificate shall
deliver to the  Depositor,  the  Certificate  Registrar  and the Trustee,  (A) a
transfer  or  representation  letter,  substantially  in the form of Exhibit D-2
hereto,  stating that the prospective  transferee is not a Person referred to in
(i) or (ii)  above,  or (B) an  Opinion  of  Counsel  which  establishes  to the
satisfaction of the Depositor,  the Trustee and the  Certificate  Registrar that
the purchase or holding of the  Subordinate  Certificate  will not constitute or
result in a prohibited  transaction within the meaning of Section 406 or Section
407 of ERISA or  Section  4975 of the  Code,  and will not  subject  the  Master
Servicer,  the Special Servicer,  the Depositor,  the Trustee or the Certificate
Registrar to any obligation or liability  (including  obligations or liabilities
under ERISA or Section 4975 of the Code),  which Opinion of Counsel shall not be
an expense of the  Trustee,  the Trust Fund,  the Master  Servicer,  the Special
Servicer,  Certificate  Registrar or the  Depositor.  None of the  Trustee,  the
Master  Servicer,  the Special  Servicer,  and the  Certificate  Registrar  will
register  a Class  [R-I],  Class  [R-II]  or Class  [R-III]  Certificate  in any
Person's  name unless such Person has provided the letter  referred to in clause
(A) above.  Any transfer of a Subordinate  Certificate  that would  violate,  or
result in a  prohibited  transaction  under,  ERISA or Section  4975 of the Code
shall be deemed absolutely null and void ab initio.

     (j) Each  Person who has or  acquires  any  Ownership  Interest  in a Class
[R-I],  Class  [R-II]  or a Class  [R-III]  Certificate  shall be  deemed by the
acceptance or acquisition of such Ownership  Interest to have agreed to be bound
by the  following  provisions,  and the  rights  of each  Person  acquiring  any
Ownership Interest in a Class [R-I]  Certificate,  Class [R-II] Certificate or a
Class [R-III] Certificate are expressly subject to the following provisions:

          (i) Each Person acquiring or holding any Ownership Interest in a Class
[R-I] Certificate,  Class [R-II] Certificate or Class [R-III]  Certificate shall
be a Permitted  Transferee and shall not acquire or hold such Ownership Interest
as agent  (including as a broker,  nominee or other  middleman) on behalf of any
Person that is not a Permitted Transferee. Any such Person shall promptly notify
the  Certificate  Registrar of any change or impending  change in its status (or
the status of the beneficial  owner of such  Ownership  Interest) as a Permitted
Transferee.  Any  acquisition  described  in the first  sentence of this Section
5.2(j)(i)  by a Person who is not a Permitted  Transferee  or by a Person who is
acting as an agent of a Person who is not a Permitted  Transferee  shall be void
and of no  effect,  and the  immediately  preceding  owner  who was a  Permitted
Transferee  shall be restored to  registered  and  beneficial  ownership  of the
Ownership Interest as fully as possible.

          (ii) No Ownership  Interest in a Class [R-I],  Class [R-II] or a Class
[R-III] Certificate may be transferred, and no such Transfer shall be registered
in the Certificate Register,  without the consent of the Certificate  Registrar,
and the Certificate Registrar shall not recognize a proposed Transfer,  and such
proposed  Transfer  shall not be  effective,  without  such consent with respect
thereto. In connection with any proposed Transfer of any Ownership Interest in a
Class  [R-I],  Class  [R-II] or a Class  [R-III]  Certificate,  the  Certificate
Registrar  shall, as a condition to such consent,  (x) require delivery to it in
form and substance satisfactory to it, and the proposed transferee shall deliver
to the  Certificate  Registrar and to the proposed  transferor,  an affidavit in
substantially  the form attached as Exhibit C-1 (a "Transferee  Affidavit")  (A)
that such proposed transferee is a Permitted Transferee and (B) stating that (I)
the proposed  transferee  historically  has paid its debts as they have come due
and intends to do so in


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the future, (II) the proposed  transferee  understands that, as the holder of an
Ownership   Interest  in  a  Class  [R-I],  Class  [R-II]  or  a  Class  [R-III]
Certificate,  as  applicable,  it may incur  liabilities in excess of cash flows
generated by the residual interest, (III) the proposed transferee intends to pay
taxes  associated  with holding the Ownership  Interest as they become due, (IV)
the proposed  transferee will not transfer the Ownership  Interest to any Person
that  does not  provide  a  Transferee  Affidavit  or as to which  the  proposed
transferee has actual  knowledge that such Person is not a Permitted  Transferee
or is acting as an agent (including as a broker, nominee or other middleman) for
a Person that is not a Permitted  Transferee,  and (V) the  proposed  transferee
expressly  agrees to be bound by and to abide by the  provisions of this Section
5.2(j) and (y) other than in connection  with the initial  issuance of the Class
[R-I], Class [R-II] and Class [R-III] Certificates, require a statement from the
proposed  transferor  substantially  in the form  attached  as Exhibit  C-2 (the
"Transferor Letter"),  that the proposed transferor has no actual knowledge that
the  proposed  transferee  is not a  Permitted  Transferee  and  has  no  actual
knowledge or reason to know that the  proposed  transferee's  statements  in the
preceding clauses (x)(B)(I) or (III) are false.

          (iii)  Notwithstanding  the  delivery of a  Transferee  Affidavit by a
proposed  transferee  under clause (ii) above,  if a Responsible  Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a
Permitted Transferee,  no Transfer to such proposed transferee shall be effected
and such proposed Transfer shall not be registered on the Certificate  Register;
provided,  however,  that the  Certificate  Registrar  shall not be  required to
conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee.

            Upon notice to the  Certificate  Registrar that there has occurred a
Transfer to any Person that is a Disqualified  Organization  or an agent thereof
(including a broker,  nominee,  or middleman) in  contravention of the foregoing
restrictions,  and in any  event  not later  than 60 days  after a  request  for
information  from the  transferor of such  Ownership  Interest in a Class [R-I],
Class  [R-II]  or a Class  [R-III]  Certificate,  or  such  agent  thereof,  the
Certificate  Registrar  and the  Trustee  agree  to  furnish  to the IRS and the
transferor of such  Ownership  Interest or such agent  thereof such  information
necessary to the  application of Section  860E(e) of the Code as may be required
by the Code,  including,  but not  limited  to, the  present  value of the total
anticipated  excess inclusions with respect to such Class [R-I], Class [R-II] or
Class [R-III]  Certificate (or portion thereof) for periods after such Transfer.
At the election of the  Certificate  Registrar and the Trustee,  the Certificate
Registrar  and the  Trustee  may  charge  a  reasonable  fee for  computing  and
furnishing such  information to the transferor or to such agent thereof referred
to above; provided, however, that such Persons shall in no event be excused from
furnishing such information.

     SECTION 5.3.      Book-Entry Certificates.

     (a) Each Class of REMIC III Regular  Certificates shall initially be issued
as one or more Book-Entry  Certificates registered in the name of the Securities
Depository  or its nominee  and,  except as provided  in  subsection  (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Securities Depository that agrees to hold
such Certificates for the respective Certificate Owners with Ownership


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Interests  therein.  Such  Certificate  Owners  shall  hold and  transfer  their
respective Ownership Interest in and to such Certificates through the book-entry
facilities of the Securities  Depository  and,  except as provided in subsection
(c) below,  shall not be entitled to definitive,  fully registered  Certificates
("Definitive  Certificates") in respect of such Ownership Interests.  Unless the
Certificate Registrar determines otherwise in accordance with applicable law and
the rules and procedures of, or applicable to, the Depository  (the  "Depository
Rules"),  in which case all such Certificates  shall be held in book-entry form,
transfers of a beneficial interest in a Book-Entry  Certificate  representing an
interest in a Privately Placed  Certificate to (i) an  Institutional  Accredited
Investor will require  delivery in the form of a Definitive  Certificate and the
Certificate Registrar shall register such transfer only upon compliance with the
foregoing provisions of Section 5.2 or (ii) a Qualified  Institutional Buyer may
only be  effectuated  by means of an "SRO Rule 144A  System"  approved  for such
purpose  by the  Commission.  All  transfers  by  Certificate  Owners  of  their
respective  Ownership Interests in the Book-Entry  Certificates shall be made in
accordance  with  the  procedures   established  by  the  Securities  Depository
Participant or brokerage firm  representing  each such Certificate  Owner.  Each
Securities Depository Participant shall only transfer the Ownership Interests in
the Book-Entry  Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Securities  Depository's
normal procedures.  Neither the Certificate Registrar nor the Trustee shall have
any responsibility to monitor or restrict the transfer of Ownership Interests in
Book-Entry  Certificates  through the  book-entry  facilities of the  Securities
Depository.

     (b)  The  Trustee,  the  Master  Servicer,  the  Special  Servicer  and the
Certificate Registrar may for all purposes, including the making of payments due
on the  Book-Entry  Certificates,  deal with the  Securities  Depository  as the
authorized  representative  of the  Certificate  Owners  with  respect  to  such
Certificates  for the purposes of  exercising  the rights of  Certificateholders
hereunder.  The rights of  Certificate  Owners  with  respect to the  Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Securities Depository Participants and brokerage
firms  representing  such Certificate  Owners.  Multiple requests and directions
from,  and votes  of,  the  Securities  Depository  as Holder of the  Book-Entry
Certificates  with  respect  to  any  particular  matter  shall  not  be  deemed
inconsistent if they are made with respect to different  Certificate Owners. The
Trustee may establish a reasonable record date in connection with  solicitations
of consents  from or voting by  Certificateholders  and shall give notice to the
Securities Depository of such record date.

     (c) If  (i)(A)  the  Depositor  advises  the  Trustee  and the  Certificate
Registrar in writing that the Securities Depository is no longer willing or able
to properly  discharge  its  responsibilities  with  respect to any Class of the
Book-Entry  Certificates,  and (B) the Depositor is unable to locate a qualified
successor,  or (ii) the  Depositor  at its option  advises  the  Trustee and the
Certificate  Registrar  in writing that it elects to  terminate  the  book-entry
system  through  the  Securities  Depository  with  respect  to any Class of the
Book-Entry  Certificates,  the  Certificate  Registrar shall notify all affected
Certificate Owners, through the Securities Depository,  of the occurrence of any
such  event  and  of  the  availability  of  Definitive   Certificates  to  such
Certificate  Owners  requesting  the same.  Upon  surrender  to the  Certificate
Registrar  of  any  Class  of the  Book-Entry  Certificates  by  the  Securities
Depository,   accompanied  by  registration  instructions  from  the  Securities
Depository for registration of transfer, the Trustee shall execute, and the


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Certificate   Registrar   shall   authenticate   and  deliver,   the  Definitive
Certificates to the Certificate Owners identified in such instructions.  None of
the Depositor,  the Master Servicer,  the Special  Servicer,  the Trustee or the
Certificate  Registrar  shall  be  liable  for any  delay  in  delivery  of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions.  Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Class of the REMIC III Certificates,  the registered
holders   of   such   Definitive    Certificates    shall   be   recognized   as
Certificateholders  hereunder and,  accordingly,  shall be entitled  directly to
receive  payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.

     (d) Upon acceptance for exchange or transfer of a beneficial  interest in a
Book-Entry  Certificate for a Definitive  Certificate,  as provided herein,  the
Certificate  Registrar  shall  endorse  on a  schedule  affixed  to the  related
Book-Entry  Certificate (or on a continuation  of such schedule  affixed to such
Book-Entry  Certificate  and  made  a  part  thereof)  an  appropriate  notation
evidencing  the  date  of  such  exchange  or  transfer  and a  decrease  in the
Denomination of such Book-Entry  Certificate  equal to the  Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

     (e) If a Holder of a Definitive  Certificate wishes at any time to transfer
such  Certificate to a Person who wishes to take delivery thereof in the form of
a  beneficial  interest in the  Book-Entry  Certificate,  such  transfer  may be
effected only in accordance with the rules of the Securities Depository and this
Section  5.3(e).  Upon receipt by the  Certificate  Registrar  at the  Registrar
Office of (i) the Definitive  Certificate  to be transferred  with an assignment
and transfer pursuant to this Section 5.3(e), (ii) written instructions given in
accordance with the rules of the Securities Depository directing the Certificate
Registrar  to credit or cause to be  credited  to another  account a  beneficial
interest  in the  related  Book-Entry  Certificate,  in an  amount  equal to the
denomination of the Definitive Certificate to be so transferred, (iii) a written
order given in accordance with the rules of the Securities Depository containing
information  regarding the account to be credited with such beneficial  interest
and (iv) if the  affected  Certificate  is a  Privately  Placed  Certificate  an
Investment  Representation  Letter from the  transferee  to the effect that such
transferee is a Qualified  Institutional Buyer, the Certificate  Registrar shall
cancel  such  Definitive  Certificate,  execute  and  deliver  a new  Definitive
Certificate  for  the   denomination  of  the  Definitive   Certificate  not  so
transferred, registered in the name of the Holder or the Holder's transferee (as
instructed by the Holder),  and the  Certificate  Registrar  shall  instruct the
Securities  Depository or the custodian  holding such Book-Entry  Certificate on
behalf of the Securities  Depository to increase the denomination of the related
Book-Entry  Certificate by the denomination of the Definitive  Certificate to be
so  transferred,  and to credit or cause to be  credited  to the  account of the
Person  specified in such  instructions  a  corresponding  denomination  of such
Book-Entry Certificate.

     SECTION 5.4.      Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated  Certificate is surrendered to the  Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction,  loss or theft of any Certificate,  and (ii) there is delivered
to the Certificate Registrar such security or indemnity as may be required by it
to save it, the Trustee, the Special Servicer and the Master Servicer


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harmless,  then, in the absence of actual knowledge by a Responsible  Officer of
the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute and the Trustee or the Authenticating Agent
shall authenticate and the Certificate  Registrar shall deliver, in exchange for
or in lieu of any such mutilated,  destroyed, lost or stolen Certificate,  a new
Certificate  of the same Class and of like tenor and Percentage  Interest.  Upon
the issuance of any new  Certificate  under this  Section  5.4, the  Certificate
Registrar may require the payment of a sum  sufficient to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses  (including  the  fees  and  expenses  of  the  Certificate  Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
5.4 shall  constitute  complete  and  indefeasible  evidence of ownership of the
corresponding  interest in the Trust Fund, as if originally  issued,  whether or
not the lost, stolen or destroyed Certificate shall be found at any time.

     SECTION 5.5.      Appointment of Paying Agent.

            The  Trustee  may  appoint a Paying  Agent for the purpose of making
distributions  to  Certificateholders  pursuant to Article IV. The Trustee shall
cause such Paying Agent,  if other than the Trustee or the Master  Servicer,  to
execute and deliver to the Master  Servicer  and the  Trustee an  instrument  in
which such Paying  Agent shall  agree with the Master  Servicer  and the Trustee
that  such  Paying  Agent  will  hold  all  sums  held  by  it  for  payment  to
Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto until such sums have been paid to such Certificateholders or disposed of
as otherwise provided herein. The initial Paying Agent shall be the Trustee. The
Paying Agent shall at all times be an entity having a long-term senior unsecured
debt rating of at least "___" by _______, unless and to the extent Rating Agency
Confirmation  is obtained  from  _______ (the cost,  if any, of  obtaining  such
confirmation to be paid by the Trustee;  provided that such  appointment is made
by the Trustee in its sole  discretion  and  otherwise by the Trust  Fund).  The
Trustee shall pay the Paying Agent  reasonable  compensation  from its own funds
and the Trustee  shall  remain  liable for all  actions of any Paying  Agent and
shall not be relieved of any of its obligations hereunder.

     SECTION 5.6.      Access to Certificateholders' Names and Addresses.

     (a) If any  Certificateholder  or the Controlling Class Representative (for
purposes  of this  Section  5.6,  an  "Applicant")  applies  in  writing  to the
Certificate Registrar, and such application states that the Applicant desires to
communicate  with other  Certificateholders  with  respect to their rights under
this  Agreement or under the  Certificates  and is  accompanied by a copy of the
communication  which such Applicant  proposes to transmit,  then the Certificate
Registrar  shall,  at the expense of such  Applicant,  within ten Business  Days
after the  receipt  of such  application,  transmit  such  communication  to the
Certificateholders as of the most recent Record Date; provided, however, if such
communication  relates  to  performance  by the  Master  Servicer,  the  Special
Servicer or the Trustee of its duties hereunder, the Certificate Registrar shall
furnish  or cause to be  furnished  to such  Applicant  a list of the  names and
addresses of the Certificateholders as of the most recent Record Date.

     (b) Every  Certificateholder,  by  receiving  and holding its  Certificate,
agrees with the Trustee that the Trustee and the Certificate Registrar shall not
be held accountable in


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any way by  reason  of the  disclosure  of any  information  as to the names and
addresses of the  Certificateholders  hereunder,  regardless  of the source from
which such information was derived.

     SECTION 5.7.      Actions of Certificateholders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or  other  action   provided  by  this   Agreement  to  be  given  or  taken  by
Certificateholders  may be embodied in and evidenced by one or more  instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent duly  appointed in writing;  and except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, when required,  to the Depositor,  the Special
Servicer or the Master Servicer. Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Agreement and  conclusive in favor of the Trustee,  the  Depositor,  the Special
Servicer  and  the  Master  Servicer,  if made in the  manner  provided  in this
Section.

     (b) The fact and date of the execution by any Certificateholder of any such
instrument or writing may be proved in any  reasonable  manner which the Trustee
deems sufficient.

     (c) Any request, demand, authorization,  direction, notice, consent, waiver
or other act by a Certificateholder shall bind every Holder of every Certificate
issued upon the registration of transfer  thereof or in exchange  therefor or in
lieu  thereof,  in  respect of  anything  done,  or  omitted to be done,  by the
Trustee, the Depositor,  the Special Servicer or the Master Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.

     (d) The Trustee or Certificate  Registrar may require such additional proof
of any matter referred to in this Section 5.7 as it shall deem necessary.

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

     SECTION  6.1.   Liability of the Depositor,  the Master Servicer and the
Special Servicer.

            The  Depositor,  the Master  Servicer and the Special  Servicer each
shall be liable in  accordance  herewith  only to the extent of the  obligations
specifically imposed by this Agreement.

     SECTION  6.2.    Merger  or  Consolidation  of the  Master  Servicer  and
Special Servicer.

            Subject  to the third  paragraph  of this  Section  6.2,  the Master
Servicer will keep in full effect its  existence,  rights and good standing as a
corporation under the laws of the State of


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Delaware and will not jeopardize its ability to do business in each jurisdiction
in which one or more of the Mortgaged  Properties  are located or to protect the
validity and  enforceability  of this Agreement,  the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.

            Subject to the following  paragraph,  the Special Servicer will keep
in full effect its  existence,  rights and good standing as a corporation  under
the laws of the State of  Delaware  and will not  jeopardize  its  ability to do
business in each  jurisdiction in which one or more of the Mortgaged  Properties
are located or to protect the validity and enforceability of this Agreement, the
Certificates or any of the Specially  Serviced Mortgage Loans and to perform its
respective duties under this Agreement.

            Each of the Master  Servicer and the Special  Servicer may be merged
or consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person,  in which case any Person resulting from any merger or
consolidation  to which it shall be a party,  or any  Person  succeeding  to its
business, shall be the successor of the Master Servicer or the Special Servicer,
as  applicable  hereunder,  and  shall  be  deemed  to have  assumed  all of the
liabilities  of the Master  Servicer  or the  Special  Servicer,  as  applicable
hereunder,  if Rating Agency Confirmation has been obtained with respect to such
merger, consolidation or transfer and succession (the cost, if any, of obtaining
such  confirmation  to be paid by the Master  Servicer or Special  Servicer,  as
applicable).

     SECTION  6.3.    Limitation  on  Liability of the  Depositor,  the Master
Servicer and Others.

            Neither the Depositor,  the Master Servicer,  the Special  Servicer,
nor any of the owners, directors, managers, officers, employees or agents of the
Depositor  or the Master  Servicer  or the Special  Servicer  shall be under any
liability to the Trust Fund or the  Certificateholders  for any action taken, or
for  refraining  from the taking of any action,  in good faith  pursuant to this
Agreement,  or for errors in judgment;  provided,  however,  that this provision
shall not protect the Depositor or the Master  Servicer or the Special  Servicer
or any such other Person  against any breach of  warranties  or  representations
made herein, or against any specific liability imposed on the Master Servicer or
the Special  Servicer  for a breach of the  Servicing  Standard,  or against any
liability which would  otherwise be imposed by reason of its respective  willful
misfeasance,   misrepresentation,   bad  faith,   fraud  or  negligence  in  the
performance of its duties or by reason of negligent  disregard of its respective
obligations or duties hereunder. The Depositor, the Master Servicer, the Special
Servicer and any owner,  director,  manager,  officer,  employee or agent of the
Depositor, the Master Servicer or the Special Servicer may rely in good faith on
any document of any kind which,  prima facie, is properly executed and submitted
by any  appropriate  Person with respect to any matters arising  hereunder.  The
Depositor,  the Master Servicer,  the Special Servicer and any owner,  director,
officer,  employee or agent of the Depositor, the Master Servicer or the Special
Servicer  shall be  indemnified  and held harmless by the Trust Fund against any
loss, liability or expense incurred in connection with any legal action relating
to this  Agreement  or the  Certificates,  other  than any  loss,  liability  or
expense:  (i)  specifically  required to be borne thereby  pursuant to the terms
hereof,  including,  in the case of the Master Servicer or Special Servicer, the
prosecution of an


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enforcement  action in respect of any specific  Mortgage Loan or Mortgage  Loans
(provided,  however,  that the  foregoing  shall not be deemed to  preclude  the
Master Servicer or the Special Servicer from being reimbursed for any such loss,
liability or expense otherwise  reimbursable pursuant to this Agreement) or (ii)
incurred by reason of its respective willful misfeasance, misrepresentation, bad
faith,  fraud or  negligence  or (in the case of the Master  Servicer or Special
Servicer)  a  breach  of  the  Servicing  Standard  in  the  performance  of its
respective  duties  or by  reason  of  negligent  disregard  of  its  respective
obligations or duties  hereunder.  Neither the Depositor nor the Master Servicer
nor the Special  Servicer shall be under any obligation to appear in,  prosecute
or defend any legal  action  unless  such  action is  related to its  respective
duties  under  this  Agreement  and in its  opinion  does not  expose  it to any
ultimate expense or liability for which reimbursement is not adequately provided
for hereunder;  provided,  however, that the Depositor or the Master Servicer or
the Special  Servicer may in its discretion  undertake any action related to its
obligations  hereunder  which it may deem necessary or desirable with respect to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and costs
of such action and any  liability  resulting  therefrom  (except  any  liability
related to the Master  Servicer's or the Special  Servicer's  obligations  under
Section 3.1(a)) shall be expenses,  costs and liabilities of the Trust Fund, and
the Depositor, the Master Servicer and the Special Servicer shall be entitled to
be  reimbursed  therefor  from the  Collection  Account as  provided  in Section
3.6(a)(vi) of this Agreement.

     SECTION 6.4.     Resignation of Master Servicer or Special Servicer.

     (a) Except as otherwise provided in Section 6.2, Section 6.4(b) and Section
6.5 hereof,  neither the Master  Servicer nor the Special  Servicer shall resign
from  the  obligations  and  duties  hereby  imposed  on it,  unless  there is a
determination  that  its  duties  hereunder  are  no  longer  permissible  under
applicable law or are in material  conflict by reason of applicable law with any
other activities carried on by it (the other activities so causing such conflict
being of a type and nature carried on by it at the date of this Agreement).  Any
such  determination  permitting the  resignation  of the Master  Servicer or the
Special  Servicer  shall be  evidenced  by an Opinion of Counsel to such  effect
delivered to the Trustee.  No such  resignation  shall become  effective until a
successor servicer designated by the Trustee, with the consent of the Depositor,
shall have assumed the  responsibilities  and obligations of the Master Servicer
or the Special  Servicer,  as the case may be, under this  Agreement  and Rating
Agency  Confirmation  shall have been  obtained  with respect to such  servicing
transfer.  Notice of such  resignation  shall be given  promptly  by the  Master
Servicer or the Special Servicer, as the case may be, to the Trustee.

     (b) The Master  Servicer and the Special  Servicer may each resign from the
obligations  and  duties  imposed  on it,  upon 30 days  notice to the  Trustee,
provided that (i) a successor  servicer (x) is  available,  (y) has assets of at
least   $15,000,000   and   (z)  is   willing   to   assume   the   obligations,
responsibilities, and covenants to be performed hereunder by the resigning party
on substantially the same terms and conditions, and for not more than equivalent
compensation,  to that herein provided; (ii) the resigning party bears all costs
associated with its resignation and the transfer of servicing;  and (iii) Rating
Agency  Confirmation  is obtained with respect to such  servicing  transfer,  as
evidenced by a letter delivered to the Trustee by each Rating Agency.


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     SECTION 6.5.  Assignment or Delegation of Duties by Master  Servicer or the
Special Servicer.

            In addition  to actions  permitted  under  Section  6.2,  the Master
Servicer and the Special  Servicer  shall each have the right  without the prior
written  consent  of the  Trustee  to  assign  and  delegate  all of its  duties
hereunder;  provided,  however,  that (i) the  Master  Servicer  or the  Special
Servicer, as the case may be, gives the Depositor and the Trustee notice of such
assignment  and  delegation;  (ii) such  purchaser or transferee  accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement  accepting  such  assignment,  which contains an assumption by such
Person  of  the  rights,  powers,  duties,  responsibilities,   obligations  and
liabilities of the Master Servicer or the Special Servicer,  as the case may be,
with like effect as if originally  named as a party to this  Agreement;  (iii) a
Rating  Agency  Confirmation  shall  have been  obtained  with  respect  to such
assignment and delegation;  and (iv) the assignment and delegation is reasonably
satisfactory  to the  Trustee  and  the  Depositor.  In  the  case  of any  such
assignment and delegation in accordance  with the  requirements of this Section,
the  Master  Servicer  or the  Special  Servicer,  as the case may be,  shall be
released  from its  obligations  under this  Agreement,  except  that the Master
Servicer or the Special  Servicer,  as the case may be, shall remain  liable for
all  liabilities  and  obligations  incurred by it as the Master Servicer or the
Special Servicer, as the case may be, hereunder prior to the satisfaction of the
conditions   to  such   assignment   set  forth  in  the   preceding   sentence.
Notwithstanding  the above, each of the Master Servicer and the Special Servicer
may appoint  Sub-Servicers  in accordance with Section 3.2 hereof (provided that
the Master  Servicer  or the Special  Servicer  remains  fully  liable for their
actions), or agents or independent  contractors appointed or retained to perform
select duties thereof.

     SECTION 6.6.  Rights of the Depositor,  the Rating Agencies and the Trustee
in Respect of the Master Servicer and the Special Servicer.

            Each of the Master  Servicer and the Special  Servicer  shall afford
the Depositor,  the Rating Agencies, the Placement Agents, and the Trustee, upon
reasonable notice, during normal business hours access to all records maintained
by it in  respect  of its rights  and  obligations  hereunder  and access to its
officers responsible for such obligations.  Upon reasonable request, each of the
Master  Servicer and the Special  Servicer shall furnish to the  Depositor,  the
Rating  Agencies  and the Trustee  its or its  parent's  most  recent  financial
statements  and  such  other  information  in its  possession  (which  it is not
prohibited  by  applicable  law  or  contract  from  disclosing)  regarding  its
business, affairs, property and condition,  financial or otherwise, as the party
requesting  such  information,  in its  reasonable  judgment,  determines  to be
relevant to the performance of the obligations  hereunder of the Master Servicer
or the Special  Servicer.  Neither the  Depositor nor the Trustee shall have any
responsibility  or  liability  for any  action or  failure  to act by the Master
Servicer  or the  Special  Servicer  and neither  such  Person is  obligated  to
supervise the performance of the Master  Servicer or the Special  Servicer under
this Agreement or otherwise.


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                                   ARTICLE VII

                                     DEFAULT

     SECTION 7.1.     Events of Default.

            "Event of Default," wherever used herein, with respect to the Master
Servicer and the Special  Servicer,  as applicable  (except with respect to item
(viii)  in the case of the  Special  Servicer)  means  any one of the  following
events:

          (i) any failure by the Master  Servicer or the  Special  Servicer,  as
applicable,  to remit to the  Collection  Account,  any  failure by the  Special
Servicer to remit to the REO  Account or any  failure by the Master  Servicer to
remit to the  Trustee  for  deposit  into the  Distribution  Account  any amount
required to be so remitted by the Master  Servicer or the Special  Servicer,  as
applicable, pursuant to and in accordance with the terms of this Agreement; or

          (ii)  any  failure  on the  part of the  Master  Servicer  or  Special
Servicer, as applicable,  duly to observe or perform in any material respect any
other of the covenants or agreements,  or the breach of any  representations  or
warranties  provided  herein on the part of the Master  Servicer  or the Special
Servicer, which, in either event, materially and adversely affects the interests
of the  Certificateholders,  the Master  Servicer,  the Special  Servicer or the
Trustee with respect to any Mortgage Loan and which, in either event,  continues
unremedied  for a period of 30 days  after the date on which  written  notice of
such failure or breach, requiring the same to be remedied, shall have been given
to the Master Servicer or Special  Servicer by the Depositor or the Trustee,  or
to the Master Servicer or Special Servicer, the Depositor and the Trustee by the
Holders of Certificates  entitled to at least 25% of the aggregate Voting Rights
of any Class affected thereby; or

          (iii) the Master  Servicer  shall no longer be rated  "_____"  (or its
equivalent)  or higher by _______  or the  Special  Servicer  shall no longer be
rated "_____" (or its equivalent) or higher by _______, as applicable, unless in
each case  _______ has  confirmed  in writing that a failure to be so rated will
not result in the  withdrawal,  downgrade  or  qualification  of any rating then
assigned by _______ to any Class of Certificates; or

          (iv) the Master Servicer or the Special Servicer,  as the case may be,
shall no  longer  be  "approved"  by ____ to act in such  capacity  for pools of
mortgage  loans  similar to the  Mortgage  Loans and the Master  Servicer or the
Special  Servicer,  as the case may be, shall not have resolved all such matters
to the satisfaction of ____ so as to be restored to "approved"  status within 60
days following such loss of "approved" status.

          (v) a decree or order of a court or agency  or  supervisory  authority
having  jurisdiction in the premises in an involuntary case under any present or
future  federal  or  state  bankruptcy,   insolvency  or  similar  law  for  the
appointment  of a  conservator  or receiver  or  liquidator  in any  insolvency,
readjustment  of  debt,   marshalling  of  assets  and  liabilities  or  similar
proceedings,  or for the winding-up or  liquidation  of its affairs,  shall have
been entered against


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<PAGE>


the Master Servicer or Special Servicer, as applicable, and such decree or order
shall have remained in force, undischarged or unstayed, for a period of 60 days;
or

          (vi) the Master  Servicer or Special  Servicer,  as applicable,  shall
consent to the  appointment  of a  conservator  or receiver or liquidator in any
insolvency,  readjustment  of debt,  marshalling  of assets and  liabilities  or
similar  proceedings  of or  relating  to the  Master  Servicer  or the  Special
Servicer,  or of or  relating  to all or  substantially  all of the  property of
either the Master Servicer or the Special Servicer; or

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

          (viii) the Master Servicer shall fail to make any Advance  required to
be made by the Master Servicer  hereunder (whether or not the Trustee makes such
Advance);

then,  and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee may, and at the written direction of the Holders
of 25% of the aggregate Voting Rights of all Certificates, the Trustee shall, by
notice in writing to the Master  Servicer or the Special  Servicer,  as the case
may be,  terminate  (subject to Section  7.2) all of its  respective  rights and
obligations  (but not any liabilities for actions and omissions  occurring prior
thereto)  under this Agreement and in and to the Mortgage Loans and the proceeds
thereof,  other than any rights it may have hereunder as a Certificateholder and
any rights or  obligations  that accrued  prior to the date of such  termination
(including  the right to receive all  amounts  accrued or owing to it under this
Agreement,  plus interest at the Advance Rate on such amounts until  received to
the extent such  amounts  bear  interest as  provided  in this  Agreement,  with
respect to periods prior to the date of such  termination,  and the right to the
benefits  of  Section  6.3  notwithstanding  any  such  termination);  provided,
however,  that in the event the Master Servicer and the Special Servicer are the
same  Person,  the Trustee  shall  require  that any  termination  of the Master
Servicer shall  constitute a termination of the Special  Servicer and vice versa
(unless the Event of Default is under clause (iii) or (iv) of Section  7.1).  On
or after the receipt by the Master Servicer or the Special Servicer, as the case
may be, of such  written  notice,  all of its  authority  and power  under  this
Agreement,  whether with respect to the  Certificates  or the Mortgage  Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section (notwithstanding any failure of the Trustee to satisfy the criterion set
forth in Section 6.4) and, without limitation,  the Trustee is hereby authorized
and  empowered  to execute and  deliver,  on behalf of and at the expense of the
defaulting  Master  Servicer  or  Special  Servicer,  as the  case  may  be,  as
attorney-in-fact or otherwise, any and all documents and other instruments,  and
to do or accomplish all other acts or things  necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement  or  assignment  of the  Mortgage  Loans and related  documents,  or
otherwise.  Each of the Master Servicer and the Special  Servicer,  on behalf of
itself,  agrees in the  event it is  terminated  pursuant  to this  Section  7.1
promptly  (and in any event no later than ten Business  Days  subsequent to such
notice) to provide,  at its own  expense,  the Trustee or the  successor  Master
Servicer or Special  Servicer (if other than the Trustee) with all documents and
records requested by the Trustee or the successor


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Master  Servicer or Special  Servicer  (if other than the Trustee) to enable the
Trustee or the successor  Master Servicer or Special Servicer (if other than the
Trustee) to assume its functions  hereunder,  and to cooperate  with the Trustee
and the successor to its responsibilities hereunder in effecting the termination
of its responsibilities and rights hereunder, including, without limitation, the
transfer to the successor Master Servicer or Special Servicer or the Trustee, as
applicable, for administration by it of all cash amounts which shall at the time
be or should have been credited by the Master  Servicer or the Special  Servicer
to the Collection  Account and any REO Account or Reserve  Account or thereafter
be received with respect to the Mortgage Loans,  and shall promptly  provide the
Trustee or such successor Master Servicer or Special Servicer (which may include
the Trustee),  as applicable,  all documents and records reasonably requested by
it,  such  documents  and  records to be provided in such form as the Trustee or
such successor  Master  Servicer or Special  Servicer shall  reasonably  request
(including  electromagnetic  form), to enable it to assume the Master Servicer's
or Special Servicer's function  hereunder.  All reasonable costs and expenses of
the  successor  Master  Servicer  or  successor  Special  Servicer  incurred  in
connection with transferring the Mortgage Files to the successor Master Servicer
(or copies of the Mortgage Files relating to Specially  Serviced  Mortgage Loans
to the successor  Special  Servicer) and amending this Agreement to reflect such
succession as Master  Servicer or successor  Special  Servicer  pursuant to this
Section 7.1 shall be paid by the predecessor Master Servicer or Special Servicer
upon  presentation  of  reasonable  documentation  of such  costs and  expenses;
provided,  however,  that if any such costs and  expenses  remain  unpaid by the
predecessor  Master Servicer or Special  Servicer within a reasonable time after
presentation of such documentation, the Trustee or the successor Master Servicer
or Special  Servicer  (if other than the  Trustee)  may be  reimbursed  from the
Collection Account for such unpaid costs and expenses,  which shall be deemed to
be expenses of the Trust Fund; however, such reimbursement shall not relieve the
predecessor  Master Servicer or Special  Servicer from any liability that it may
have for such costs and expenses.

          SECTION 7.2.     Trustee to Act; Appointment of Successor.

            On and after the time the Master  Servicer or the  Special  Servicer
receives a notice of  termination  pursuant to Section 7.1, the Trustee shall be
its  successor in such  capacity in all respects  under this  Agreement  and the
transactions  set forth or provided for herein and,  except as provided  herein,
shall be subject to all the responsibilities,  duties,  limitations on liability
and liabilities  relating  thereto and arising  thereafter  placed on the Master
Servicer  or Special  Servicer  by the terms and  provisions  hereof;  provided,
however,   that  (i)  the  Trustee  shall  have  no  responsibilities,   duties,
liabilities  or  obligations  with  respect to any act or omission of the Master
Servicer or of the Special Servicer and (ii) any failure to perform, or delay in
performing,  such duties or  responsibilities  caused by the terminated  party's
failure to provide, or delay in providing, records, tapes, disks, information or
monies  shall  not be  considered  a default  by any  successor  hereunder.  The
appointment of a successor  Master Servicer or Special Servicer shall not affect
any  liability  of the  predecessor  Master  Servicer  or Special  Servicer,  as
applicable, which may have arisen prior to its termination as Master Servicer or
Special Servicer. The Trustee shall not be liable for any of the representations
and warranties of the Master  Servicer or of the Special  Servicer  herein or in
any related document or agreement,  for any acts or omissions of the predecessor
Master Servicer or Special Servicer,  as applicable,  or for any losses incurred
in respect  of any  Permitted  Investment  by the Master  Servicer  pursuant  to
Section 3.7 hereunder


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<PAGE>


nor shall the Trustee be required to purchase any Mortgage  Loan  hereunder.  As
compensation  therefor,  the  Trustee as  successor  Master  Servicer or Special
Servicer  shall  be  entitled  to all  Servicing  Compensation  relating  to the
Mortgage  Loans that accrue after the date of the Trustee's  succession to which
the Master  Servicer or Special  Servicer would have been entitled if the Master
Servicer or Special  Servicer,  as  applicable,  had  continued to act hereunder
(other than Workout Fees payable to the terminated  Special Servicer pursuant to
Section  3.12(b)).  Unless otherwise agreed to in writing by the Master Servicer
and the Trustee,  in the event any Advances  made by the Master  Servicer or the
Trustee  shall at any time be  outstanding,  or any amounts of interest  thereon
shall be accrued  and  unpaid,  all  amounts  available  to repay  Advances  and
interest hereunder shall be applied entirely to the Advances made by the Trustee
(and the accrued and unpaid interest  thereon),  until such Advances made by the
Trustee  (and  accrued and unpaid  interest  thereon)  shall have been repaid in
full. In addition to the foregoing,  any successor Master Servicer  (which,  for
the purposes of this sentence,  shall not include the Trustee) shall be required
to allocate funds available for the payment of unreimbursed  Advances as between
the former Master  Servicer and the successor  Master  Servicer  (with  interest
thereon at the Advance  Rate) on a first in, first out basis,  which  results in
the payment of unreimbursed Advances (with interest thereon at the Advance Rate)
first to the predecessor Master Servicer. Notwithstanding the above, the Trustee
may, if it shall be unwilling to so act, or shall, if it is unable to so act, or
if the Holders of  Certificates  entitled to a majority of the aggregate  Voting
Rights so request in writing to the  Trustee,  or if the Trustee is not approved
as a  master  servicer  or  special  servicer  by each of the  Rating  Agencies,
promptly appoint, or petition a court of competent  jurisdiction to appoint, any
established mortgage loan servicing institution, the appointment of which is the
subject of a Rating Agency  Confirmation  (the cost,  if any, of obtaining  such
confirmation to be paid by the terminated  Master Servicer or Special  Servicer,
as  applicable),  as the  successor to the Master  Servicer or Special  Servicer
hereunder in the assumption of all or any part of the  responsibilities,  duties
or  liabilities of the Master  Servicer or Special  Servicer  hereunder.  If the
resigning  or  terminated  party is the initial  Master  Servicer,  and if on or
before the effective date of such  resignation or termination the initial Master
Servicer  procures a qualified  Person  that is willing to act as the  successor
Master  Servicer,  then the  Trustee  shall  appoint  such  Person to act as the
successor Master Servicer; provided, however, that (i) such Person is reasonably
acceptable to the Trustee,  (ii) a Rating Agency  Confirmation  is obtained with
respect to such  appointment,  (iii) the initial Master  Servicer pays all costs
and expenses in connection with such transfer, and (iv) such Person accepts such
appointment  on  or  prior  to  the  effective  date  of  such   resignation  or
termination.  No  appointment  of a successor to the Master  Servicer or Special
Servicer  hereunder shall be effective until the assumption by such successor of
all the Master  Servicer's or Special  Servicer's  responsibilities,  duties and
liabilities hereunder. Pending appointment of a successor to the Master Servicer
or Special  Servicer  hereunder,  unless the Trustee  shall be prohibited by law
from so acting, the Trustee shall act in such capacity as herein above provided.
In connection with such appointment and assumption described herein, the Trustee
may  make  such  arrangements  for the  compensation  of such  successor  out of
payments on  Mortgage  Loans as it and such  successor  shall  agree;  provided,
however,  that no such  compensation  shall be in excess of that  permitted  the
terminated party hereunder.  The Depositor,  the Trustee, the Master Servicer or
Special Servicer and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.


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<PAGE>


          SECTION 7.3.     Notification to Certificateholders.

          (a) Upon any termination  pursuant to Section 7.1 above or appointment
of a successor to the Master Servicer or the Special Servicer, the Trustee shall
give prompt  written notice thereof to  Certificateholders  at their  respective
addresses  appearing  in  the  Certificate   Register,   the  Controlling  Class
Representative and to each Rating Agency.

          (b)  Within 5 days  after the  occurrence  of any Event of  Default of
which a  Responsible  Officer of the Trustee has actual  knowledge,  the Trustee
shall transmit by mail to all Holders of  Certificates,  the  Controlling  Class
Representative and to each Rating Agency notice of such Event of Default, unless
such Event of Default shall have been cured or waived.

          SECTION 7.4. Other Remedies of Trustee.

            During  the  continuance  of any Event of  Default,  so long as such
Event of Default shall not have been remedied,  the Trustee,  in addition to the
rights  specified  in Section  7.1,  shall  have the  right,  in its own name as
trustee of an express  trust,  to take all actions now or hereafter  existing at
law, in equity or by statute to enforce its rights and  remedies  and to protect
the interests,  and enforce the rights and remedies,  of the  Certificateholders
(including the institution and prosecution of all judicial,  administrative  and
other  proceedings  and the  filing of  proofs  of claim and debt in  connection
therewith). In such event, the legal fees, expenses and costs of such action and
any liability  resulting  therefrom shall be expenses,  costs and liabilities of
the Trust Fund, and the Trustee shall be entitled to be reimbursed therefor from
the Collection  Account as provided in Section  3.6(a)(vi).  Except as otherwise
expressly  provided in this Agreement,  no remedy provided for by this Agreement
shall be  exclusive  of any other  remedy,  and each and every  remedy  shall be
cumulative  and in  addition  to any other  remedy and no delay or  omission  to
exercise  any right or remedy  shall impair any such right or remedy or shall be
deemed to be a waiver of any Event of Default.

          SECTION 7.5. Waiver of Past Events of Default; Termination.

            The Holders of Certificates  evidencing not less than 66-2/3% of the
aggregate  Voting  Rights of the  Certificates  may, on behalf of all Holders of
Certificates,  waive any default by the Master  Servicer or Special  Servicer in
the  performance of its  obligations  hereunder and its  consequences,  except a
default in making any required  deposits to (including P&I Advances) or payments
from the Collection Account,  the Distribution  Account or the REO Account or in
remitting payments as received,  in each case in accordance with this Agreement.
Upon any such  waiver of a past  default,  and  payment  to the  Trustee  of all
reasonable  costs and expenses  incurred by the Trustee in connection  with such
default and prior to its  waivers  (which  costs shall be paid as an  Additional
Trust Fund Expense) such default shall cease to exist,  and any Event of Default
arising  therefrom  shall be deemed to have been  remedied for every  purpose of
this  Agreement.  No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


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<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.1.     Duties of Trustee.

     (a) The Trustee,  prior to the occurrence of an Event of Default of which a
Responsible  Officer of the Trustee has actual knowledge and after the curing or
waiver of all Events of Default which may have  occurred,  undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement
and no permissive right of the Trustee shall be construed as a duty.  During the
continuance of an Event of Default of which a Responsible Officer of the Trustee
has actual  knowledge,  the Trustee shall exercise such of the rights and powers
vested  in it by this  Agreement,  and use the same  degree of care and skill in
their   exercise,   as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of such person's own affairs.

     (b) The Trustee, upon receipt of any resolutions, certificates, statements,
opinions,  reports,  documents,  orders or other  instruments  furnished  to the
Trustee  which  are  specifically  required  to be  furnished  pursuant  to  any
provision  of this  Agreement,  shall  examine  them to  determine  whether they
conform on their face to the requirements of this Agreement;  provided, however,
that,  the Trustee shall not be  responsible  for the accuracy or content of any
such resolution,  certificate,  statement,  opinion,  report, document, order or
other instrument  provided to it hereunder by the Master  Servicer,  the Special
Servicer, the Depositor or the Paying Agent. If any such instrument is found not
to  conform  on its face to the  requirements  of this  Agreement  in a material
manner,  the Trustee  shall  report  such  finding to the  presenting  party and
request a correction of such instrument.

     (c) No  provision  of this  Agreement  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act or its own willful  misconduct;  provided,  however,  that the  foregoing
shall be subject to Section 8.2; and provided, further, that:

          (i)  Prior  to the  occurrence  of an  Event  of  Default  of  which a
Responsible Officer of the Trustee has actual knowledge, and after the curing or
waiver of all such  Events of Default  which may have  occurred,  the duties and
obligations of the Trustee shall be determined solely by the express  provisions
of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement,  no
implied  covenants or obligations  shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively  rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any resolutions,  certificates, statements,
reports,  opinions,  documents,  orders or other  instruments  furnished  to the
Trustee that conform on their face to the requirements of this Agreement without
responsibility for investigating the contents thereof;


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<PAGE>


     (ii) The Trustee shall not be  personally or otherwise  liable for an error
of judgment made in good faith by a Responsible Officer or Responsible Officers,
unless it shall be proven that the Trustee was  negligent  in  ascertaining  the
pertinent facts;

     (iii) The Trustee shall not be personally or otherwise  liable with respect
to any  action  taken,  suffered  or  omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates  entitled to a majority
of the aggregate Voting Rights (or such other percentage as is specified herein)
of each affected Class, or of the aggregate  Voting Rights of the  Certificates,
relating to the time,  method and place of  conducting  any  proceeding  for any
remedy available to the Trustee, or exercising or omitting to exercise any trust
or power conferred upon the Trustee, under this Agreement;

     (iv) Except as provided in the succeeding  sentence,  the Trustee shall not
be charged  with  knowledge  of any failure by the  Depositor to comply with the
obligations of the Depositor  hereunder or any failure of the Master Servicer or
the Special  Servicer to comply with the  obligations of the Master  Servicer or
the Special  Servicer  hereunder,  unless a  Responsible  Officer of the Trustee
obtains  actual  knowledge of such failure,  breach or  occurrence.  The Trustee
shall be deemed to have actual  knowledge  of the Master  Servicer's  failure to
comply  with its  obligations  listed in clause  (i)  (except  with  respect  to
remittances  to the  Collection  Account) and (viii) of Section 7.1 (except with
respect to Servicing Advances) or to provide scheduled reports, certificates and
statements when and as required to be delivered to the Trustee  pursuant to this
Agreement; and

     (v) The Trustee shall not be under any obligation to appear in prosecute or
defend  any legal  action  which is not  incidental  to its duties as Trustee in
accordance with this Agreement (and, if it does, all legal expenses and costs of
such action shall be expenses and costs of the Trust Fund, and the Trustee shall
be entitled to be reimbursed therefor from the Collection  Account,  unless such
legal action arises out of the  negligence  or bad faith of the Trustee,  or any
breach of a  representation,  warranty  or  covenant  of the  Trustee  contained
herein).

          The  Trustee,  in  its  capacity as Trustee,  shall not be required to
expend or risk its own  funds or  otherwise  incur  financial  liability  in the
performance  of any of its duties  hereunder,  or in the  exercise of any of its
rights or powers,  if in the  Trustee's  opinion the  repayment of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
it, and none of the provisions  contained in this  Agreement  shall in any event
require the Trustee to perform,  or be responsible for the manner of performance
of, any of the obligations of the Master  Servicer,  the Special Servicer or the
Depositor under this Agreement or during such time, if any, as the Trustee shall
be the  successor  to,  and be  vested  with  the  rights,  duties,  powers  and
privileges  of, the Master  Servicer,  the Special  Servicer or the Depositor in
accordance with the terms of this  Agreement.  The Trustee shall not be required
to post any surety or bond of any kind in connection with its performance of its
obligations under this Agreement.

     SECTION 8.2. Certain Matters Affecting the Trustee.

     (a) Except as otherwise provided in Section 8.1:


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          (i) The Trustee may request and/or rely upon and shall be protected in
acting or refraining  from acting upon any  resolution,  Officer's  Certificate,
certificate  of  auditors  or  any  other  certificate,  statement,  instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document  reasonably  believed by it to be genuine and to have been signed or
presented  by the  proper  party  or  parties  and  the  Trustee  shall  have no
responsibility  to  ascertain  or confirm the  genuineness  of any such party or
parties;

          (ii) The Trustee  may  consult  with  counsel  and any  memorandum  or
Opinion of Counsel shall be full and complete  authorization  and  protection in
respect of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such memorandum or Opinion of Counsel;

          (iii)  (A) The  Trustee  shall be under no  obligation  to  institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders,  pursuant to the provisions
of  this  Agreement,   unless  (in  the  Trustee's   reasonable   opinion)  such
Certificateholders  shall have  offered to the  Trustee  reasonable  security or
indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby;  (B) the right of the  Trustee to perform any  discretionary
act  enumerated  in this  Agreement  shall not be construed  as a duty,  and the
Trustee  shall  not be  answerable  for other  than its  negligence  or  willful
misconduct in the performance of any such act; provided,  however,  that subject
to the foregoing clause (A), nothing  contained herein shall relieve the Trustee
of the  obligations,  upon the  occurrence of an Event of Default (which has not
been cured or waived) of which a  Responsible  Officer of the Trustee has actual
knowledge,  to  exercise  such of the  rights  and  powers  vested in it by this
Agreement;  and to use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the  circumstances  in the conduct of
such person's own affairs.

          (iv) The Trustee shall not be  personally or otherwise  liable for any
action taken, suffered or omitted by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers  conferred upon
it by this Agreement;

          (v) The Trustee shall not be bound to make any investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion,  report, notice, request,  consent, order, approval bond or other paper
or document,  unless  requested  in writing to do so by Holders of  Certificates
entitled to a majority (or such other percentage as is specified  herein) of the
aggregate Voting Rights of any affected Class;  provided,  however,  that if the
payment  within a  reasonable  time to the  Trustee  of the costs,  expenses  or
liabilities  likely to be incurred by it in the making of such investigation is,
in the  opinion of the  Trustee,  not  reasonably  assured to the Trustee by the
security afforded to it by the terms of this Agreement,  the Trustee may require
reasonable  indemnity against such expense or liability as a condition to taking
any such action.  The reasonable  expense of every such  investigation  shall be
paid by the Master Servicer or the Special Servicer if an Event of Default shall
have occurred and be continuing  relating to the Master  Servicer or the Special
Servicer,  respectively,  and otherwise by the Certificateholders requesting the
investigation;


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          (vi) The Trustee may execute any of the trusts or powers  hereunder or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys,  provided  that the Trustee  shall not  otherwise  be relieved of its
duties and obligations hereunder;

          (vii)  Neither  the  Trustee nor the  Certificate  Registrar  shall be
responsible  for any act or  omission  of the  Master  Servicer  or the  Special
Servicer  (unless the Trustee is acting as Master Servicer or Special  Servicer,
as the case may be) or of the Depositor; and

          (viii) Neither the Trustee nor the  Certificate  Registrar  shall have
any  obligation or duty to monitor,  determine or inquire as to compliance  with
any restriction on transfer  imposed under this Agreement,  or under  applicable
law with respect to any  transfer of any  Certificate  or any interest  therein,
other  than to  require  delivery  of the  certification(s),  affidavits  and/or
Opinions of Counsel described in Article V applicable with respect to changes in
registration or record ownership of Certificates in the Certificate Register and
to  examine  the same to  determine  substantial  compliance  with  the  express
requirements of this Agreement;  and the Trustee and Certificate Registrar shall
have no liability for transfers, including transfers made through the book-entry
facilities  of  the  Securities   Depository  or  between  or  among  Securities
Depository  Participants or Certificate  Owners, made in violation of applicable
restrictions  except for its failure to perform its express duties in connection
with changes in registration or record ownership in the Certificate Register.

     (b)  All  rights  of  action  under  this  Agreement  or  under  any of the
Certificates,  enforceable  by the  Trustee,  may be  enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other  proceeding  relating  thereto,  and any such suit,  action or  proceeding
instituted  by the  Trustee  shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

           The  Trustee   shall   have  no  duty  to  conduct  any   affirmative
investigation as to the occurrence of any condition  requiring the repurchase of
any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.

     SECTION 8.3. Trustee Not Liable for Certificates or Mortgage Loans.

            The recitals  contained herein and in the Certificates  shall not be
taken as the  statements  of the  Trustee,  the Master  Servicer  or the Special
Servicer and the Trustee, the Special Servicer and the Master Servicer assume no
responsibility for their correctness.  The Trustee,  the Master Servicer and the
Special  Servicer  make no  representations  or warranties as to the validity or
sufficiency of this Agreement,  of the  Certificates,  or any private  placement
memorandum  or  prospectus  used  to  offer  the  Certificates  for  sale or the
validity,  enforceability  or  sufficiency  of  any  Mortgage  Loan  or  related
document.  The Trustee shall at no time have any responsibility or liability for
or with respect to the legality,  validity and enforceability of any Mortgage or
any  Mortgage  Loan,  or the  perfection  and  priority  of any  Mortgage or the
maintenance of any such  perfection and priority,  or for or with respect to the
sufficiency  of the Trust Fund or its  ability to  generate  the  payments to be
distributed to Certificateholders under


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this Agreement.  Without limiting the foregoing, the Trustee shall not be liable
or  responsible  for: the  existence,  condition  and ownership of any Mortgaged
Property;  the existence of any hazard or other  insurance  thereon (other than,
with respect to the Trustee  only, if the Trustee shall assume the duties of the
Master  Servicer  pursuant to Section 7.2) or the  enforceability  thereof;  the
existence of any Mortgage  Loan or the contents of the related  Mortgage File on
any computer or other record  thereof  (other than,  with respect to the Trustee
only,  if the  Trustee  shall  assume the duties of the Master  Servicer  or the
Special Servicer pursuant to Section 7.2); the validity of the assignment of any
Mortgage  Loan  to  the  Trust  Fund  or  of  any  intervening  assignment;  the
completeness  of any  Mortgage  File;  the  performance  or  enforcement  of any
Mortgage  Loan (other  than,  with respect to the Trustee  only,  if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer  pursuant
to Section 7.2);  the compliance by the  Depositor,  the Master  Servicer or the
Special Servicer with any warranty or  representation  made under this Agreement
or  in  any  related   document  or  the  accuracy  of  any  such   warranty  or
representation  prior to the Trustee's  receipt of notice or other  discovery of
any non-compliance  therewith or any breach thereof; any investment of monies by
or at the direction of the Master  Servicer or the Special  Servicer or any loss
resulting  therefrom  (other  than,  with  respect to the Trustee  only,  if the
Trustee shall assume the duties of the Master  Servicer or the Special  Servicer
pursuant to Section 7.2), it being understood that the Trustee only shall remain
responsible  for any  Trust  Fund  property  that it may hold in its  individual
capacity; the acts or omissions of any of the Depositor,  the Master Servicer or
the Special  Servicer  (other  than,  with respect to the Trustee  only,  if the
Trustee shall assume the duties of the Master  Servicer or the Special  Servicer
pursuant to Section 7.2) or any Sub-Servicer or any Borrower;  any action of the
Master Servicer or the Special Servicer (other than, with respect to the Trustee
only,  if the  Trustee  shall  assume the duties of the Master  Servicer  or the
Special Servicer pursuant to Section 7.2) or any Sub-Servicer  taken in the name
of the Trustee, except with respect to the Trustee, to the extent such action is
taken at the express written direction of the Trustee; the failure of the Master
Servicer  or the  Special  Servicer  or any  Sub-Servicer  to act or perform any
duties required of it on behalf of the Trust Fund or the Trustee  hereunder;  or
any action by or omission of the Trustee taken at the  instruction of the Master
Servicer or the Special  Servicer  (other than in each case, with respect to the
Trustee only,  if the Trustee shall assume the duties of the Master  Servicer or
the Special  Servicer  pursuant to Section 7.2) unless the taking of such action
is not permitted by the express terms of this Agreement; provided, however, that
the  foregoing  shall not relieve the Trustee of its  obligation  to perform its
duties as  specifically  set forth in this  Agreement.  The Trustee shall not be
accountable for the use or application by the Depositor,  the Master Servicer or
the  Special  Servicer  of any of the  Certificates  or of the  proceeds of such
Certificates,  or for the use or application of any funds paid to the Depositor,
the Master Servicer or the Special  Servicer in respect of the Mortgage Loans or
deposited  in or  withdrawn  from the  Collection  Account  or the  Distribution
Account by the Depositor,  the Master  Servicer or the Special  Servicer,  other
than in each case,  with  respect  to the  Trustee  only,  any funds held by the
Trustee.  The Trustee (unless the Trustee shall have become the successor Master
Servicer)  shall  have  no  responsibility  for  (A)  filing  any  financing  or
continuation  statement in any public office at any time or to otherwise perfect
or maintain  the  perfection  of any  security  interest  or lien  granted to it
hereunder or to record this Agreement,  (B) seeing to any insurance,  (C) seeing
to the payment or discharge of any tax, assessment, or other governmental charge
or any lien or encumbrance of any kind owing with respect to, assessed or levied
against any part of the Trust Fund, or (D)  confirming or verifying the contents
of any reports or certificates of the Master Servicer


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delivered to the Trustee  pursuant to this Agreement  believed by the Trustee to
be genuine and to have been signed or  presented by the proper party or parties.
In making any calculation  hereunder  which includes as a component  thereof the
payment or distribution of interest for a stated period at a stated rate "to the
extent  permitted by applicable law," the Trustee shall assume that such payment
is so  permitted  unless  a  Responsible  Officer  of  the  Trustee  has  actual
knowledge,  or  receives  an Opinion of  Counsel  (at the  expense of the Person
asserting  the  impermissibility)  to  the  effect,  that  such  payment  is not
permitted by applicable law.

     SECTION 8.4.     Trustee May Own Certificates.

            The Trustee in its  individual  capacity or any other  capacity  may
become the owner or pledgee of  Certificates,  and may deal with the  Depositor,
the Master Servicer and the Special Servicer in banking  transactions,  with the
same rights each would have if it were not Trustee.

     SECTION 8.5.     Payment of Trustee Fees and Expenses; Indemnification.

     (a) The  Master  Servicer  shall  pay from the  Collection  Account  to the
Trustee  or any  successor  Trustee  from time to time,  and the  Trustee or any
successor  Trustee shall be entitled to receive from the  Collection  Account on
each  Remittance  Date the  Trustee  Fee  (which  shall  not be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services  rendered by the Trustee in the  execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee. The Trustee shall pay the routine fees and expenses of
the   Certificate   Registrar,   the  Paying   Agent,   the  Custodian  and  the
Authenticating  Agent.  The  Trustee's  rights  to the  Trustee  Fee  may not be
transferred in whole or in part except in connection with the transfer of all of
the Trustee's responsibilities and obligations under this Agreement.

     (b) Except as otherwise provided herein, the Trustee shall pay all expenses
incurred by it in connection with its activities hereunder.  The Master Servicer
and the Special Servicer  covenant and agree to pay or reimburse the Trustee for
the  reasonable  expenses,  disbursements  and advances  incurred or made by the
Trustee in connection with any transfer of the servicing responsibilities of the
Master Servicer or the Special Servicer, as applicable hereunder, pursuant to or
otherwise  arising from the resignation or removal of the Master Servicer or the
Special  Servicer,  as applicable,  in accordance  with any of the provisions of
this Agreement (and including the reasonable fees and expenses and disbursements
of its counsel and all other  persons not  regularly in its employ),  except any
such expense,  disbursement  or advance as may arise from the  negligence or bad
faith of the Trustee.

     (c) Each of the Master  Servicer and the Special  Servicer shall  indemnify
the Trustee and each of the  directors,  officers,  employees  and agents of the
Trustee (each, an "Indemnified  Party"),  and hold each of them harmless against
any, and all claims, losses, damages, penalties, fines, forfeitures,  reasonable
legal fees and related costs, judgments,  and any other costs, fees and expenses
that the Indemnified  Party may sustain in connection  with this Agreement,  the
Certificates or the Mortgage Loans (including  without limitation any liability,
cost or  expense  arising  from the  Master  Servicer's  or  Special  Servicer's
negligent or intentional


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misuse of any power of attorney  granted  pursuant to Section 3.1(a)) related to
each  such   party's   respective   willful   misconduct,   bad  faith,   fraud,
misrepresentation  and/or negligence in the performance of its respective duties
hereunder or by reason of negligent disregard of its respective  obligations and
duties  hereunder  (including in the case of the Master  Servicer or the Special
Servicer, any agent of the Master Servicer or the Special Servicer).

     (d) The Trust Fund shall indemnify each Indemnified Party from, and hold it
harmless against, any and all losses,  liabilities,  damages, claims or expenses
(including  reasonable  attorneys' fees) arising in respect of this Agreement or
the  Certificates,  in each case to the  extent,  and only to the  extent,  such
payments are  "unanticipated  expenses incurred by the REMIC" within the meaning
of  Treasury  Regulation  Section  1.860G-1(b)(3)(ii),   other  than  (i)  those
resulting from the negligence,  misrepresentation,  fraud,  bad faith or willful
misconduct of the Trustee,  (ii) those specifically required to be borne thereby
pursuant to the terms hereof, including, without limitation, pursuant to Section
10.3(c) and Section 10.5 and (iii) those as to which such Indemnified  Party has
received  indemnification  payments  pursuant to Section  8.5(c)  within 30 days
after the  request  therefor.  The term  "unanticipated  expenses  incurred by a
REMIC"  shall  include any fees,  expenses  and  disbursements  of any  separate
trustee  or  co-trustee  appointed  hereunder,  only to the  extent  such  fees,
expenses and  disbursements  were not  reasonably  anticipated as of the Closing
Date  and the  losses,  liabilities,  damages,  claims  or  expenses  (including
reasonable  attorneys'  fees)  incurred or advanced by an  Indemnified  Party in
connection with any litigation arising out of this Agreement, including, without
limitation,  under Section 2.3, Section 8.11,  Section 10.3 and Section 7.1. The
right of  reimbursement  of the  Indemnified  Parties under this Section  8.5(d)
shall be senior to the rights of all Certificateholders. The foregoing shall not
be deemed to preclude an  Indemnified  Party from being  reimbursed for any such
loss, liability or expense otherwise reimbursable pursuant to this Agreement.

     (e) Notwithstanding anything herein to the contrary, this Section 8.5 shall
survive the  termination  or maturity of this  Agreement or the  resignation  or
removal of the Trustee as regards  rights  accrued prior to such  resignation or
removal  and (with  respect to any acts or  omissions  during  their  respective
tenures) the  resignation,  removal or termination of the Master Servicer or the
Special Servicer.

     (f) This  Section 8.5 shall be expressly  construed to include,  but not be
limited to, such indemnities,  compensation, expenses, disbursements,  advances,
losses,  liabilities,  damages  and the like,  as may  pertain  or relate to any
environmental law or environmental matter.

     SECTION 8.6.     Eligibility Requirements for Trustee.

            The Trustee  hereunder shall at all times be a bank,  trust company,
corporation  or  association  organized and doing business under the laws of the
United  States of  America,  any state  thereof,  or the  District  of  Columbia
authorized under such laws to exercise  corporate trust powers and to accept the
trust conferred under this Agreement,  having a combined  capital and surplus of
at least  $100,000,000 and a rating on its unsecured senior long-term debt of at
least "____" by each of ____  (determined  without  regard to pluses or minuses)
and _______,  unless a Rating Agency  Confirmation is obtained with respect to a
lower rating (the cost, if any, of


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<PAGE>


obtaining  such  confirmation  to  be  paid  by  the  Trustee)  and  subject  to
supervision  or  examination  by federal or state  authority and shall not be an
Affiliate  of the Master  Servicer or the Special  Servicer  (except  during any
period when the  Trustee  has  assumed the duties of the Master  Servicer or the
Special  Servicer,  as  applicable,  pursuant to Section 7.2). In addition,  the
Trustee shall at all times meet the requirements of Rule 3a-7(a)(4)  promulgated
under the  Investment  Company Act of 1940,  as  amended.  If a  corporation  or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for  purposes  of  this  Section  the  combined  capital  and  surplus  of  such
corporation  shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In the event that the place
of  business  from which the  Trustee  administers  the Trust Fund is a state or
local  jurisdiction  that imposes a tax on the Trust Fund or the net income of a
REMIC  (other  than  a  tax  corresponding  to a tax  imposed  under  the  REMIC
Provisions)  the Trustee  shall  elect,  at its sole  discretion,  either to (i)
resign  immediately in the manner and with the effect  specified in Section 8.7,
(ii) pay such tax and  continue  as Trustee or (iii)  administer  the Trust Fund
from a state and local  jurisdiction that does not impose such a tax. In case at
any  time  the  Trustee  shall  cease  to be  eligible  in  accordance  with the
provisions of this Section,  the Trustee shall resign  immediately in the manner
and with the effect specified in Section 8.7.

     SECTION 8.7.     Resignation and Removal of the Trustee.

            The Trustee may at any time resign and be discharged from the trusts
hereby created by giving  written  notice  thereof to the Depositor,  the Master
Servicer,  the  Special  Servicer  and each Rating  Agency.  Upon such notice of
resignation,  the Master  Servicer shall promptly  appoint a successor  Trustee,
which  appointment  of  successor  Trustee  shall be subject to a Rating  Agency
Confirmation  from _______.  The  appointment  shall be by a written  instrument
executed in  triplicate,  which  instrument  shall be delivered to the resigning
Trustee and the successor Trustee.  The cost, if any, of obtaining the foregoing
confirmation  shall  be  paid  by the  resigning  Trustee.  Notwithstanding  the
foregoing,  if no  successor  Trustee  shall  have  been so  appointed  and have
accepted  appointment  within  30  days  after  the  giving  of such  notice  of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor Trustee.

            If at any time the Trustee  shall cease to be eligible in accordance
with the  provisions  of  Section  8.6 and shall  fail to resign  after  written
request  therefor by the  Depositor  or Master  Servicer,  or if at any time the
Trustee  shall  become  incapable  of acting,  or shall be adjudged  bankrupt or
insolvent,  or a receiver of the Trustee or of its property  shall be appointed,
or any  public  officer  shall take  charge or control of the  Trustee or of its
property  or  affairs  for  the  purpose  of  rehabilitation,   conservation  or
liquidation,  then the Depositor or the Master Servicer shall remove the Trustee
and shall  promptly  appoint a successor  Trustee by written  instrument,  which
shall be delivered to the Trustee so removed and to the successor Trustee.

            The  Holders of  Certificates  entitled  to a majority of the Voting
Rights may at any time  remove  the  Trustee  and  appoint a  successor  Trustee
meeting the requirements of Section 8.8 by written instrument or instruments, in
six  originals,   signed  by  such  Holders  or  their   attorneys-in-fact  duly
authorized, one complete set of which instruments shall be delivered to the


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Depositor,  one  complete  set to the Master  Servicer,  one complete set to the
Special  Servicer,  one  complete set to the Trustee so removed and one complete
set to the  successor  Trustee so  appointed.  Such removal of the  Trustee,  if
without  cause,  shall be  effective  upon the  payment  to the  Trustee  of all
reasonable  costs and expenses  incurred by it in  connection  with such removal
(which costs shall be paid as an Additional Trust Fund Expense).

            Any  resignation  or removal of the  Trustee  and  appointment  of a
successor  Trustee  pursuant to any of the  provisions of this Section 8.7 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.8.

     SECTION 8.8.     Successor Trustee.

            Any  successor  Trustee  appointed  as provided in Section 8.7 shall
execute, acknowledge and deliver to the Depositor and to the predecessor Trustee
instruments accepting its appointment  hereunder,  and thereupon the resignation
or removal of the predecessor  Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance,  shall become fully vested
with  all  the  rights,  powers,  duties  and  obligations  of  its  predecessor
hereunder,  with the like  effect  as if  originally  named as  Trustee  herein,
provided that a Rating Agency  Confirmation  has been obtained from _______ with
respect to the  appointment  of such  successor  Trustee.  The cost,  if any, of
obtaining  such  confirmation  shall be paid by the Trustee that resigned or was
removed,  unless  the  Trustee  was  removed  without  cause by the  Holders  of
Certificates  entitled  to a majority of the Voting  Rights,  in which case such
costs shall be an Additional Trust Fund Expense.  The predecessor  Trustee shall
deliver to the successor  Trustee all Mortgage  Files and related  documents and
statements  held by it hereunder (at the expense of the Trust Fund if removal of
the  predecessor   Trustee  was  without  cause),  and  the  Depositor  and  the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may  reasonably be required for more fully and  certainly  vesting and
confirming  in the  successor  Trustee  all  such  rights,  powers,  duties  and
obligations.  No successor Trustee shall accept  appointment as provided in this
Section 8.8 unless at the time of such acceptance  such successor  Trustee shall
be eligible under the provisions of Section 8.6.

            Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.8, the successor  Trustee shall mail notice of the  succession of
such Trustee  hereunder  to all Holders of  Certificates  at their  addresses as
shown in the Certificate Register.


     SECTION 8.9.     Merger or Consolidation of Trustee.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation  resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided that such corporation shall be eligible under the provisions of Section
8.6 and a Rating Agency Confirmation has been obtained from _______, without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.


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<PAGE>


     SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

            Notwithstanding  any other provisions  hereof,  at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located,  the
Depositor and the Trustee  acting jointly shall have the power and shall execute
and  deliver all  instruments  to appoint  one or more  Persons  approved by the
Trustee to act (at the expense of the  Trustee) as  co-trustee  or  co-trustees,
jointly with the Trustee,  or separate trustee or separate  trustees,  of all or
any part of the  Trust  Fund,  and to vest in such  Person or  Persons,  in such
capacity, such title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties, obligations,  rights
and trusts as the Depositor and the Trustee may consider necessary or desirable.
If the  Depositor  shall no longer be in  existence  or shall not have joined in
such  appointment  within 15 days after the receipt by it of a request so to do,
or in case an Event of  Default  shall  have  occurred  and be  continuing,  the
Trustee alone shall have the power to make such appointment.  Except as required
by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities hereunder. No co-trustee or separate
trustee  hereunder  shall be  required  to meet the  terms of  eligibility  as a
successor  Trustee  under  Section  8.6  hereunder  and no notice to  Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.8.

            In the case of any  appointment of a co-trustee or separate  trustee
pursuant to this  Section  8.10,  all  rights,  powers,  duties and  obligations
conferred  or imposed  upon the Trustee  shall be  conferred or imposed upon and
exercised or performed by the Trustee and such  separate  trustee or  co-trustee
jointly (it being  understood  that such  separate  trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be  performed  (whether as Trustee  hereunder or as successor to the
Master Servicer  hereunder),  the Trustee shall be incompetent or unqualified to
perform  such act or acts,  in which  event  such  rights,  powers,  duties  and
obligations  (including  the  holding of title to the Trust Fund or any  portion
thereof in any such  jurisdiction)  shall be  exercised  and  performed  by such
separate trustee or co-trustee solely at the direction of the Trustee.

            No trustee under this Agreement shall be personally liable by reason
of any act or omission of any other trustee under this Agreement.  The Depositor
and the Trustee  acting  jointly may at any time  accept the  resignation  of or
remove any separate  trustee or  co-trustee,  except that if the Depositor is no
longer in existence,  or if the separate trustee or co-trustee is an employee of
the Trustee,  the Trustee  acting alone may accept the  resignation of or remove
any separate trustee or co-trustee.

            Any notice,  request or other  writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as  effectively  as if given to each of them.  Every  instrument  appointing any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article  VIII.  Every such  instrument  shall be filed with the Trustee.
Each  separate  trustee  and  co-trustee,  upon  its  acceptance  of the  trusts
conferred,  shall be  vested  with the  estates  or  property  specified  in its
instrument of appointment, either jointly


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with the Trustee or separately,  as may be provided therein,  subject to all the
provisions of this  Agreement,  specifically  including  every provision of this
Agreement  relating to the conduct of,  affecting the liability of, or affording
protection  to, the  Trustee.  In no event  shall any such  separate  trustee or
co-trustee  be entitled to any provision  relating to the conduct of,  affecting
the liability of, or affording protection to such separate trustee or co-trustee
that  imposes a standard  of conduct  less  stringent  than that  imposed on the
Trustee  hereunder,  affording  greater  protection  than that  afforded  to the
Trustee  hereunder or providing a greater limit on liability  than that provided
to the Trustee hereunder.

            Any separate trustee or co-trustee may, at any time,  constitute the
Trustee its agent or  attorney-in-fact,  with full power and  authority,  to the
extent not  prohibited  by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.  If any separate  trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts hereunder shall vest in and be exercised
by the Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

     SECTION 8.11. Authenticating Agent.

            The Trustee may  appoint an  Authenticating  Agent to execute and to
authenticate  Certificates.  The Authenticating  Agent must be acceptable to the
Depositor and the Master Servicer and must be a corporation  organized and doing
business  under the laws of the United States of America or any state,  having a
principal  office and place of  business in a state and city  acceptable  to the
Depositor and the Master  Servicer,  having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities. The Trustee shall
pay the Authenticating Agent reasonable  compensation from its own funds and the
Trustee  shall  remain  liable for all actions of any  Authenticating  Agent and
shall not be relieved of any of its  obligations  hereunder.  The Trustee  shall
serve as the initial  Authenticating  Agent and the Trustee  hereby accepts such
appointment.

            Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which the Authenticating  Agent
shall be party, or any corporation  succeeding to the corporate  agency business
of the  Authenticating  Agent,  shall be the  Authenticating  Agent  without the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

            The  Authenticating  Agent may at any time resign by giving at least
30 days' advance  written notice of  resignation to the Trustee,  the Depositor,
the  Special  Servicer  and the Master  Servicer.  The  Trustee  may at any time
terminate the agency of the  Authenticating  Agent by giving  written  notice of
termination to the Authenticating Agent, the Depositor, the Special Servicer and
the Master  Servicer.  Upon  receiving  a notice of  resignation  or upon such a
termination,  or in case at any time the Authenticating  Agent shall cease to be
eligible in accordance  with the  provisions  of this Section 8.11,  the Trustee
promptly  shall  appoint  a  successor  Authenticating  Agent,  which  shall  be
acceptable to the Master  Servicer and the  Depositor,  and shall mail notice of
such appointment to all Certificateholders. Any successor


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Authenticating  Agent upon acceptance of its appointment  hereunder shall become
vested  with  all  the  rights,  powers,  duties  and  responsibilities  of  its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent  herein.  No  successor  Authenticating  Agent shall be  appointed  unless
eligible under the provisions of this Section 8.11.

            The  Authenticating  Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee.  The Trustee
shall pay the Authenticating Agent reasonable compensation from its own funds.

     SECTION 8.12.    Appointment of Custodians.

     (a) The  Trustee  shall  serve as the  initial  Custodian.  The Trustee may
appoint  one or more  third  party  Custodians  to hold all or a portion  of the
Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement.
The Trustee agrees to comply with the terms of each  Custodial  Agreement and to
enforce the terms and provisions  thereof  against the Custodian for the benefit
of the  Certificateholders.  Each  Custodial  Agreement  may be amended  only as
provided  in  Section  11.7.  The  Trustee  shall pay the  Custodian  reasonable
compensation  from its own funds and the  Trustee  shall  remain  liable for all
actions of any  Custodian  and shall not be relieved  of any of its  obligations
hereunder.

     (b) Each Custodian shall be a depository institution subject to supervision
by federal or state  authority,  shall have a combined capital and surplus of at
least  $10,000,000,  shall have a long-term  senior  unsecured debt rating of at
least "BBB" from _______,  unless a Rating Agency Confirmation has been obtained
from _______ (the cost, if any, of obtaining such confirmation to be paid by the
Trustee;  provided  that such  appointment  was made by the  Trustee in its sole
discretion  and  otherwise  by the Trust  Fund),  and shall be  qualified  to do
business in the jurisdiction in which it holds any Mortgage File.

     (c) Each  Custodian  shall maintain a fidelity bond and shall keep in force
during the term of this  Agreement a policy or policies  of  insurance  covering
loss  occasioned  by the errors and  omissions of its officers and  employees in
connection  with its obligations  hereunder.  All fidelity bonds and policies of
errors and  omissions  insurance  obtained  under this Section  8.12(c) shall be
issued by a Qualified  Insurer.  Each Custodian shall be deemed to have complied
with the  requirement  for a  fidelity  bond if one of its  Affiliates  has such
fidelity bond coverage  and, by the terms of such  fidelity  bond,  the coverage
afforded thereunder extends to the Custodian.  Notwithstanding the foregoing, so
long  as the  long-term  unsecured  debt  obligations  of the  Custodian  or its
corporate  parent  have been  rated "A" or better  by each  Rating  Agency,  the
Custodian  shall be  entitled  to  provide  self-insurance  or  obtain  from its
corporate  parent  adequate  insurance,  as  applicable,  with  respect  to  its
obligation  hereunder  to  maintain a fidelity  bond or an errors and  omissions
insurance policy.

     SECTION 8.13.    Representations and Warranties of the Trustee .

      The Trustee  hereby  represents,  warrants  and  covenants  that as of the
Closing Date:


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     (a) The Trustee is a national banking association,  duly organized, validly
existing  and in good  standing  under the laws of the United  States of America
and,  except to the extent that the laws of certain  jurisdictions  in which any
part of the Trust Fund may be located  require  that a  co-trustee  or  separate
trustee be appointed to act with respect to such  property,  the Trustee has all
licenses  necessary to carry on its business as now being  conducted,  and is in
compliance  with the  laws of each  state in which  any  Mortgaged  Property  is
located,  to the extent necessary to ensure the  enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;

     (b) The Trustee has the full corporate power,  authority and legal right to
execute and deliver this  Agreement and to perform in accordance  herewith;  the
execution and delivery of this Agreement by the Trustee and its  performance and
compliance with the terms of this Agreement do not violate the Trustee's charter
documents or  constitute  a default (or an event which,  with notice or lapse of
time, or both,  would  constitute a default)  under, or result in the breach of,
any contract,  agreement or other  instrument to which the Trustee is a party or
which may be  applicable  to the Trustee or any of its assets,  which default or
breach would have  consequences  that would  materially and adversely affect the
financial  condition or operations of the Trustee or its  properties  taken as a
whole or impair the ability of the Trust Fund to realize on the Mortgage Loans;

     (c) This  Agreement  has been duly and  validly  authorized,  executed  and
delivered by the Trustee and, assuming due authorization, execution and delivery
by the other parties hereto,  constitutes a legal,  valid and binding obligation
of the  Trustee,  enforceable  against it in  accordance  with the terms of this
Agreement, except as such enforcement may be limited by bankruptcy,  insolvency,
reorganization,  liquidation, receivership, moratorium or other laws relating to
or affecting  creditors'  rights generally,  or by general  principles of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law);

     (d) The Trustee is not in violation  of, and the  execution and delivery of
this Agreement by the Trustee and its  performance and compliance with the terms
of this  Agreement will not constitute a violation with respect to, any state or
federal statute,  any order or decree of any court or any order or regulation of
any federal,  state,  municipal or governmental agency having  jurisdiction,  or
result in the creation or imposition of any lien,  charge or encumbrance  which,
in any such event,  would have  consequences that would materially and adversely
affect the financial  condition or  operations of the Trustee or its  properties
taken as a whole or impair  the  ability  of the Trust  Fund to  realize  on the
Mortgage Loans;

     (e) There are no actions, suits or proceedings pending or, to the knowledge
of the  Trustee,  threatened,  against  the  Trustee  which,  either  in any one
instance or in the aggregate, would result in any material adverse change in the
business,  operations or financial  condition of the Trustee or would materially
impair the ability of the Trustee to perform  under the terms of this  Agreement
or draw into question the validity of this Agreement or the Mortgage Loans or of
any  action  taken or to be  taken in  connection  with the  obligations  of the
Trustee contemplated herein;


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     (f) No consent,  approval,  authorization  or order of, or  registration or
filing with, or notice to any court or  governmental  agency or body is required
for the execution,  delivery and performance by the Trustee of, or compliance by
the Trustee  with,  this  Agreement  or, if  required,  such  approval  has been
obtained prior to the Closing Date, except to the extent that the failure of the
Trustee to be  qualified  as a foreign  corporation  or  licensed in one or more
states is not necessary for the enforcement of the Mortgage Loans; and

     (g) Except for the release of items in the Mortgage  File  contemplated  by
this Agreement,  including, without limitation, as necessary for the enforcement
of the holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants  and agrees that it shall  maintain each Mortgage File in the State of
___________,  and that it shall not move any Mortgage  File outside the State of
___________  (other than with respect to the Trustee's  responsibility to record
assignment  documents  pursuant to Section 2.1 or as otherwise  provided in this
Agreement) unless it shall first obtain and provide, at the expense of the Trust
Fund,  an Opinion of Counsel to the  Depositor  and the Rating  Agencies  to the
effect that the Trustee's first priority interest in the Notes has been duly and
fully  perfected  under  the  applicable  laws  and  regulations  of such  other
jurisdiction.

                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.1.     Termination of Trust.

     (a) Subject to Section 9.3, the Trust Fund and the  respective  obligations
and responsibilities of the Depositor,  the Trustee, the Master Servicer and the
Special  Servicer  hereunder  (other than the  obligation of the Trustee to make
payments  to  Certificateholders  on the final  Distribution  Date  pursuant  to
Article  IV or  otherwise  as set  forth  in  Section  9.2 and  other  than  the
obligations  in the  nature  of  information  or tax  reporting  or  tax-related
administrative  or judicial  contests or  proceedings)  shall  terminate  on the
earlier of (i) the later of (A) the final  payment or other  liquidation  of the
last  Mortgage Loan held by the Trust Fund and (B) the  disposition  of the last
REO Property  held by the Trust and (ii) the sale of all Mortgage  Loans and any
REO  Properties  held by the  Trust  Fund in  accordance  with  Section  9.1(b);
provided that in no event shall the Trust Fund created  hereby  continue  beyond
the  expiration  of 21  years  from  the  death  of  the  last  survivor  of the
descendants  of Joseph P. Kennedy,  the late  Ambassador of the United States to
the Court of St. James, living on the date hereof.

     (b) As soon as reasonably practical,  the Trustee shall give the Holders of
the  Controlling  Class,  the Master  Servicer,  the  Special  Servicer  and the
Majority  Certificateholder  of the Class [R-I] Certificates  notice of the date
when the then-current  aggregate Stated Principal  Balance of the Mortgage Loans
(including,  without limitation, any REO Mortgage Loans) will be less than 1% of
the initial  aggregate Stated Principal  Balance of the Mortgage Loans as of the
Cut-off  Date.  The Holders of the  Controlling  Class  representing  a majority
Percentage  Interest in such Class, the Master Servicer,  the Special  Servicer,
and  the  Majority  Certificateholder  of the  Class  [R-I]  Certificates  shall
thereafter be entitled,  in that order of priority,  to purchase, in whole only,
the Mortgage Loans and any REO  Properties  then remaining in the Trust Fund. If
any such


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party  desires to  exercise  such  option,  it will  notify the Trustee who will
notify any other such party with a prior right to exercise  such option.  If any
such party that has been so provided notice by the Trustee  notifies the Trustee
within ten Business Days after receiving notice of the proposed purchase that it
wishes to  purchase  the assets of the Trust,  then such party (or, in the event
that more than one of such parties  notifies the Trustee  during any  Collection
Period  that it wishes to purchase  the assets of the Trust,  the party with the
first right to purchase  the assets of the Trust) may purchase the assets of the
Trust in accordance with this Agreement. The "Termination Price" shall equal the
sum of (i) the aggregate  Repurchase  Price of all the remaining  Mortgage Loans
(other than REO Mortgage  Loans and Mortgage  Loans as to which a Final Recovery
Determination has been made) held by the Trust, plus (ii) the appraised value of
each  remaining  REO Property,  if any, held by the Trust (such  appraisal to be
conducted in  accordance  with MAI  standards by an appraiser  with at least ten
years  experience in the related  property type and in the jurisdiction in which
the REO Property is located  selected by the Master Servicer and approved by the
Trustee),  minus (iii) solely in the case where the Master Servicer is effecting
such purchase,  the aggregate amount of unreimbursed Advances made by the Master
Servicer,  together with any Advance  Interest Amount accrued and payable to the
Master Servicer in respect of such Advances and any unpaid Master Servicing Fees
remaining  outstanding  (which  items  shall  be  deemed  to have  been  paid or
reimbursed to the Master  Servicer in connection with such purchase) (or, solely
in the case where the Special  Servicer is effecting such  purchase,  any unpaid
Special  Servicing  Fees remaining  outstanding,  which items shall be deemed to
have been paid or  reimbursed to the Special  Servicer in  connection  with such
purchase).

            In the event that the Holders of the Controlling Class  representing
a majority Percentage  Interest in such Class, the Master Servicer,  the Special
Servicer, or the Majority Certificateholder of Class [R-I] Certificates purchase
all of the  remaining  Mortgage  Loans and REO  Properties  held by the Trust in
accordance with the preceding paragraph,  the party effecting such purchase (the
"Final  Purchaser")  shall (i) deposit in the Collection  Account not later than
the  Determination  Date  relating to the  Distribution  Date on which the final
distribution on the Certificates is to occur, an amount in immediately available
funds  equal to the  Termination  Price and (ii)  deliver  notice (at least five
Business Days prior to the Determination  Date relating to the Distribution Date
on which the final  distribution on the Certificates is to occur) to the Trustee
of its intention to effect such purchase.  Upon  confirmation  that such deposit
has been made,  the Trustee  shall  release or cause to be released to the Final
Purchaser or its designee the Mortgage  Files for the remaining  Mortgage  Loans
and shall execute all assignments,  endorsements and other instruments furnished
to it by the Final Purchaser  without  recourse,  representation  or warranty as
shall be necessary to effectuate  transfer of the remaining  Mortgage  Loans and
REO  Properties  held by the  Trust,  in each  case  without  representation  or
warranty by the Trustee.  The Trustee and the Final Purchaser will agree upon an
appropriate allocation between them of the cost of delivering the Mortgage Files
for the remaining  Mortgage Loans and REO  Properties to the Final  Purchaser or
its designee.

     (c) As a condition to the  purchase of the assets of the Trust  pursuant to
Section  9.1(b),  the Final Purchaser shall deliver to the Trustee an Opinion of
Counsel, which shall be at the expense of the Final Purchaser, stating that such
termination will be a "qualified


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liquidation"  under  Section  860F(a)(4) of the Code.  Such purchase  shall be
made in accordance with Section 9.3.

     SECTION 9.2.     Procedure Upon Termination of Trust.

     (a) Notice of any  termination  pursuant to the  provisions of Section 9.1,
specifying  the  Distribution  Date upon which the final  distribution  shall be
made,  shall be given  promptly by the  Trustee to each  Rating  Agency and each
Certificateholder by first class mail at least 20 days prior to the date of such
termination.  Such notice  shall  specify (A) the  Distribution  Date upon which
final distribution on the Certificates will be made and (B) that the Record Date
otherwise  applicable to such Distribution Date is not applicable,  distribution
being made only upon  presentation  and  surrender  of the  Certificates  at the
office or agency of the Trustee therein  specified.  The Trustee shall give such
notice to the Depositor and the Certificate Registrar at the time such notice is
given to  Certificateholders.  Upon  any such  termination,  the  Trustee  shall
terminate, or request the Master Servicer to terminate,  the Collection Account,
the Grantor Trust  Collection  Account,  the Distribution  Account,  the Grantor
Trust Distribution Account and any other account or fund maintained with respect
to the Certificates,  subject to the Trustee's  obligation hereunder to hold all
amounts payable to the nontendering Certificateholders in trust without interest
pending such payment.

     (b) On the final  Distribution  Date, the Trustee shall  distribute to each
Certificateholder  that presents and  surrenders  its  Certificates  all amounts
payable on such Certificates on such final  Distribution Date in accordance with
Article IV. Any amounts being held in the Collection Account or Interest Reserve
Account for distribution on a Future  Distribution Date shall be included in the
Available Funds for the Final Distribution Date.

     SECTION 9.3.     Additional Trust Termination Requirements.

     (a) In the event of a purchase of all the remaining  Mortgage Loans and REO
Properties  held by the  Trust  in  accordance  with  Section  9.1 or any  other
termination  of the Trust  under this  Article IX, the Trust and each REMIC Pool
shall be terminated in accordance  with the following  additional  requirements,
unless  in the  case of a  termination  under  Section  9.1  hereof,  the  Final
Purchaser  delivers  to the  Trustee an Opinion of Counsel at the expense of the
Final  Purchaser  (or, in the case of any other  termination,  the Trustee shall
obtain such  Opinion of Counsel at the expense of the Trust Fund)  addressed  to
the  Depositor  and the  Trustee to the effect  that the failure of the Trust to
comply  with the  requirements  of this  Section  9.3 will not (i) result in the
imposition  of taxes on  "prohibited  transactions"  of any REMIC Pool under the
REMIC  Provisions  or (ii) cause any REMIC Pool to fail to qualify as a REMIC at
any time that any Certificates are outstanding:

          (i) within 89 days prior to the final  Distribution  Date set forth in
the notice given by the Trustee  under  Section  9.2, the Trustee  shall adopt a
plan of complete  liquidation  prepared by the Final  Purchaser  and meeting the
requirements for a qualified  liquidation for each REMIC Pool under Section 860F
of the Code and any regulations thereunder;


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          (ii)  during  such  90-day  liquidation  period  and at or  after  the
adoption  of the  plans of  complete  liquidation  and at or prior to the  final
Distribution  Date,  the Trustee shall sell all of the remaining  Mortgage Loans
and any REO Properties  held by the Trust to the Final  Purchaser for cash in an
amount equal to the  Termination  Price,  such cash shall be deposited  into the
Collection Account, shall be deemed distributed on the REMIC I Regular Interests
in  retirement  thereof,  shall be deemed  distributed  on the REMIC II  Regular
Interests   in   retirement   thereof,   and   shall  be   distributed   to  the
Certificateholders in retirement of the Certificates;

          (iii)  at  the  time  of  the  making  of  the  final  payment  on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited,  to the Holders of the related Class of Residual  Certificates  all
cash on hand in each REMIC  Pool  after  making  such  final  deemed  payment or
payments  (other than cash retained to meet  claims),  and REMIC I, REMIC II and
REMIC III shall terminate at that time; and

          (iv) in no event may the final  payment on the REMIC I Interests,  the
REMIC II  Interests,  the REMIC III Regular  Certificates,  or the Class  [R-I],
Class [R-II] or Class [R-III]  Certificates  be made after the 89th day from the
date on which such plans of complete  liquidation are adopted. The Trustee shall
specify the first day of the 90-day  liquidation  period in a statement attached
to the final Tax  Return for each REMIC Pool  pursuant  to  Treasury  Regulation
Section 1.860F-1.

     (b) By their acceptance of  Certificates,  the Holders thereof hereby agree
to  authorize  the Trustee to adopt a plan of complete  liquidation  for each of
REMIC I, REMIC II and REMIC III prepared by the Final  Purchaser  in  accordance
with the foregoing  requirements,  which authorization shall be binding upon all
successor Certificateholders.

                                   ARTICLE X

                       REMIC ADMINISTRATION; GRANTOR TRUST

     SECTION 10.1.    REMIC Election.

     (a) The  parties  intend that each of REMIC I, REMIC II and REMIC III shall
constitute,  and that the  affairs  of each of REMIC I,  REMIC II and  REMIC III
shall be conducted so as to qualify it as, a "real  estate  mortgage  investment
conduit" as defined in, and in accordance  with, the REMIC  Provisions,  and the
provisions  hereof shall be interpreted  consistently  with this  intention.  In
furtherance of such  intention,  the Trustee shall,  to the extent  permitted by
applicable law, act as agent,  and is hereby  appointed to act as agent, of each
of REMIC I,  REMIC II and  REMIC  III and  shall,  on behalf of each of REMIC I,
REMIC II and REMIC III,  make an election to treat each of REMIC I, REMIC II and
REMIC III as a REMIC on Form 1066 for its first taxable year, in accordance with
the REMIC Provisions.

     (b) The  REMIC I  Regular  Interests  are  hereby  designated  as  "regular
interests" in REMIC I within the meaning of Section  860G(a)(1) of the Code, and
the  Class  [R-I]  Certificates  are  hereby  designated  as the  sole  class of
"residual interests" in REMIC I within the


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meaning of Section  860G(a)(2) of the Code. The REMIC II Regular Interests shall
be designated  as "regular  interests" in REMIC II within the meaning of Section
860G(a)(1) of the Code, and the Class [R-II]  Certificates are hereby designated
as the sole class of  "residual  interests"  in REMIC II within  the  meaning of
Section  860G(a)(2) of the Code.  The Class [A-1A],  Class [A-1B],  Class [A-2],
Class [A-3],  Class [A-4],  Class [B-1],  Class [B-2], Class [B-3], Class [B-4],
Class [B-5],  Class [B-6],  Class [B-7],  Class [B-8],  Class [C], Class [D] and
Class [S] Certificates are hereby designated as "regular interests" in REMIC III
within  the  meaning  of Section  860G(a)(1)  of the Code and the Class  [R-III]
Certificates are hereby designated as the sole class of "residual  interests" in
REMIC III within the meaning of Section 860G(a)(2) of the Code.

     (c) The Closing Date is hereby  designated as the "Startup Day" of REMIC I,
REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. The
"latest possible maturity date" of the REMIC I Regular  Interests,  the REMIC II
Regular  Interests and the REMIC III Regular  Certificates  for purposes of Code
Section 860G(a)(1) is the Rated Final Distribution Date.

     SECTION 10.2.    REMIC Compliance.

     (a) The Trustee shall cause to be prepared,  signed,  and timely filed with
the Internal Revenue Service, on behalf of each REMIC Pool, an application for a
taxpayer  identification  number for such REMIC Pool on Internal Revenue Service
Form SS-4. The Trustee shall prepare, sign and file, or cause to be prepared and
signed and filed,  all  required  Tax  Returns for each of REMIC I, REMIC II and
REMIC III,  using a calendar year as the taxable year for each of REMIC I, REMIC
II and  REMIC  III,  when and as  required  by the  REMIC  Provisions  and other
applicable federal, state or local income tax laws.

            The Trustee  shall,  within 30 days of the Closing Date,  furnish or
cause to be  furnished  to the  Internal  Revenue  Service,  on Form  8811 or as
otherwise may be required by the Code, the name, title and address of the Person
that the holders of the  Certificates  may contact for tax information  relating
thereto  (and the Trustee  shall act as the  representative  of each of REMIC I,
REMIC  II and  REMIC  III for  this  purpose),  together  with  such  additional
information as may be required by such Form,  and shall update such  information
at the time or times and in the manner  required by the Code (and the  Depositor
agrees within 10 Business  Days of the Closing Date, to provide any  information
reasonably requested by the Trustee and necessary to make such filing);

     (b) The Trustee  shall  prepare and  forward,  or cause to be prepared  and
forwarded,  to the  Certificateholders  and the  Internal  Revenue  Service  and
applicable  state and local tax authorities all information  reports as and when
required to be  provided to them in  accordance  with the REMIC  Provisions  and
applicable  state and local law. If the filing or  distribution of any documents
of an administrative  nature not addressed in Section 10.1 or Section 10.2(a) is
then  required by the REMIC  Provisions in order to maintain the status of REMIC
I,  REMIC II or REMIC  III as a REMIC or is  otherwise  required  by the Code or
applicable  state or local law,  the  Trustee  shall  prepare,  sign and file or
distribute,  or cause to be  prepared,  signed  and filed or  distributed,  such
documents  with or to such Persons when and as required by the REMIC  Provisions
or the Code or comparable provisions of state and local law.


                                      172
<PAGE>



     (c) The Holder of the largest Percentage Interest in the Class [R-I], Class
[R-II] or Class [R-III] Certificates shall be the tax matters person of REMIC I,
REMIC II or REMIC III,  respectively,  pursuant to Treasury  Regulation  Section
1.860F-4(d);  provided,  however,  that any amendment to such  Regulation  which
requires  that  another  Person be  designated  the tax matters  person shall be
followed from and after the effective date of such  amendment.  If more than one
Holder should hold an equal Percentage Interest in the Class [R-I], Class [R-II]
or Class [R-III]  Certificates  larger than that held by any other  Holder,  the
first such  Holder to have  acquired  such Class  [R-I],  Class  [R-II] or Class
[R-III]  Certificates shall be such tax matters person. The Trustee shall act as
attorney-in-fact  and agent for the tax matters person of each of REMIC I, REMIC
II and REMIC III, and each Holder of a  Percentage  Interest in the Class [R-I],
Class [R-II] or Class [R-III] Certificates,  by acceptance thereof, is deemed to
have  consented  to the  Trustee's  appointment  in such  capacity and agrees to
execute any documents required to give effect thereto, and any fees and expenses
incurred  by the  Trustee  in  connection  with any audit or  administrative  or
judicial proceeding shall be paid by the Trust Fund.

     (d) The Trustee shall not  intentionally  take any action or  intentionally
omit to take any  action  if, in taking or  omitting  to take such  action,  the
Trustee  knows that such action or omission (as the case may be) would cause the
termination  of the  REMIC  status  of  REMIC I,  REMIC  II or REMIC  III or the
imposition  of tax on REMIC I,  REMIC II or REMIC III other than a tax on income
expressly  permitted  or  contemplated  to be  incurred  under the terms of this
Agreement (any of the foregoing,  an "Adverse REMIC Event"). In this regard, the
Trustee shall not permit the creation of any "interests"  (within the meaning of
Treasury Regulation Section 1.860D-1(b)(1)) in any of the REMIC Pools other than
the REMIC I Regular Interests,  the REMIC II Regular Interests and the interests
evidenced by the Certificates.  Notwithstanding  any provision of this paragraph
to the  contrary,  the Trustee shall not be required to take any action that the
Trustee in good faith believes to be  inconsistent  with any other  provision of
this  Agreement,  nor shall the Trustee be deemed in violation of this paragraph
if it takes any action  expressly  required or authorized by any other provision
of this  Agreement,  and the Trustee shall have no  responsibility  or liability
with respect to any act or omission of the  Depositor or the Master  Servicer or
the Special Servicer which causes the Trustee to be unable to comply with any of
Sections  10.1(a),  10.2(a),  10.2(b),  10.2(e)  or which  results in any action
contemplated by the next succeeding paragraph.

            None of the Master Servicer,  the Special Servicer and the Depositor
shall be responsible  or liable  (except in connection  with any act or omission
referred to in the two  preceding  sentences)  for any failure by the Trustee to
comply with the provisions of this Section 10.2.

     (e) The Trustee shall  maintain  such records  relating to each of REMIC I,
REMIC II and REMIC III as may be  necessary to  demonstrate  that each REMIC has
complied  with the  REMIC  provisions  and to  prepare  the  foregoing  returns,
schedules,  statements  or  information,  such records,  for federal  income tax
purposes, to be maintained on a calendar year and on an accrual basis.


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<PAGE>


     (f) The  Depositor,  the Special  Servicer  and the Master  Servicer  shall
cooperate  in a timely  manner with the  Trustee in  supplying  any  information
within the Depositor's,  the Special Servicer's or the Master Servicer's control
(other than any confidential information) that is reasonably necessary to enable
the Trustee to perform its duties under this Section 10.2.

     (g) None of the Depositor,  Trustee,  Special  Servicer or Master  Servicer
shall enter into any  arrangement  by which the Trust Fund will receive a fee or
other compensation for services other than as specifically contemplated herein.

     SECTION 10.3.    Imposition of Tax on the Trust Fund.

     (a)  Subject  to  Section  10.3(c),  in the event  that any tax,  including
interest,  penalties  or  assessments,  additional  amounts or  additions to tax
(collectively  "Taxes"),  is imposed on REMIC I, REMIC II or REMIC III, such tax
shall be charged against amounts  otherwise  distributable to the Holders of the
Certificates;   provided,  that  any  taxes  imposed  on  any  net  income  from
foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed
by a state or local  jurisdiction  shall instead be treated as an expense of the
related REO Property in  determining  Net REO Proceeds  with respect to such REO
Property (and until such Taxes are paid,  the Master  Servicer from time to time
shall withdraw from the Collection Account amounts reasonably  determined by the
Special  Servicer to be necessary to pay such Taxes,  which the Master  Servicer
shall  maintain  in a  separate,  non-interest-bearing  account,  and the Master
Servicer  shall deposit in the Collection  Account the excess  determined by the
Master  Servicer from time to time of the amount in such account over the amount
necessary to pay such Taxes) and shall be paid therefrom.  Except as provided in
the preceding sentence,  the Trustee is hereby authorized to and shall retain or
cause to be retained from Available Funds sufficient funds to pay or provide for
the payment of, and to actually  pay, such Taxes as are legally owed by REMIC I,
REMIC II and REMIC III (but such  authorization  shall not  prevent  the Trustee
from  contesting,  at the expense of the Trust Fund, any such tax in appropriate
proceedings,  and withholding  payment of such tax, if permitted by law, pending
the outcome of such proceedings).

     (b) The Trustee is hereby  authorized to and shall segregate or cause to be
segregated,  in a separate non-interest bearing account, (i) the net income from
any  "prohibited  transaction"  under Code Section 860F(a) or (ii) the amount of
any contribution to REMIC I, REMIC II or REMIC III after the Startup Day that is
subject to tax under Code Section 860G(d) and use such income or amount,  to the
extent  necessary,  to pay such tax,  such  amounts  to be  segregated  from the
Collection  Account  with respect to any such net income of or  contribution  to
REMIC I and REMIC II and from the Distribution  Account with respect to any such
net income of or contribution to REMIC III (and return the balance  thereof,  if
any, to the Collection Account or the Distribution Account, as the case may be).

     (c) If  any  tax  is  imposed  on any  REMIC  Pool,  including  "prohibited
transactions"  taxes as defined in Section  860F(a)(2)  of the Code,  any tax on
"net  income from  foreclosure  property"  as defined in Section  860G(c) of the
Code,  any taxes on  contributions  to any REMIC  Pool  after the  Start-up  Day
pursuant to Section 860G(d) of the Code, and any other


                                      174
<PAGE>


tax imposed by the Code or any applicable  provisions of state or local tax laws
(other than any tax  permitted to be incurred by the Special  Servicer on behalf
of the  Trust  pursuant  to  Section  3.17(d)),  such  tax,  together  with  all
incidental  costs and expenses  (including  penalties and reasonable  attorneys'
fees), shall be charged to and paid by: (i) the Trustee,  if such tax arises out
of or results from a breach of any of its obligations  under Article IV, Article
VIII or this Article X; (ii) the Master  Servicer,  if such tax arises out of or
results  from a breach by the Master  Servicer of any of its  obligations  under
Article III or this Article X (which  breach  constitutes  negligence or willful
misconduct  of the Master  Servicer);  (iii) the Special  Servicer,  if such tax
arises out of or results  from a breach by the  Special  Servicer  of any of its
obligations  under  Article  III or this  Article  X (which  breach  constitutes
negligence or willful  misconduct of the Special  Servicer);  or (iv) the Trust,
out of the Trust Fund (exclusive of Grantor Trust), in all other instances.

     SECTION 10.4.    Prohibited Transactions and Activities.

     (a) Following the Start-up Day, the Trustee shall not,  except as expressly
required by any provision of this Agreement,  accept any  contribution of assets
to the Trust Fund unless the Trustee  shall have  received an Opinion of Counsel
(the costs of obtaining such opinion to be borne by the Person  requesting  such
contribution)  to the effect that the inclusion of such assets in the Trust Fund
will not cause  REMIC I,  REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any  Certificates  are outstanding or subject REMIC I, REMIC II or
REMIC III to any tax under the REMIC Provisions or other  applicable  provisions
of federal, state and local law or ordinances.

     SECTION 10.5.    Grantor Trust Provisions.

            There is hereby established a trust which shall be part of the Trust
Fund and which shall hold the Deferred  Interest,  the Grantor Trust  Collection
Account and the Grantor Trust Distribution Account (the "Grantor Trust Assets"),
which assets  shall be excluded  from REMIC I, REMIC II and REMIC III. The Class
[E] Certificates  represent undivided  beneficial interests in the Grantor Trust
Assets,  entitled to the distributions set forth in Section 4.7 hereof, and such
Certificates  in the  aggregate  represent  beneficial  ownership of 100% of the
Grantor  Trust  Assets.  The Trustee  shall treat such assets as a grantor trust
under  Subpart E of Part 1 of  Subchapter J of the Code,  shall account for such
assets  separately  from any other Trust Fund  assets and shall  perform all tax
reporting  obligations  with respect to the Grantor Trust. If any tax is imposed
on the Grantor Trust,  such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees), shall
be charged to and paid by: (i) the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under Article IV, Article
V, Article VIII or this Article X; (ii) the Master Servicer,  if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under  Article III or this Article X (which  breach  constitutes  negligence  or
willful misconduct of the Master Servicer);  (iii) the Special Servicer, if such
tax arises out of or results from a breach by the Special Servicer of any of its
obligations  under  Article  III or this  Article  X (which  breach  constitutes
negligence or willful  misconduct of the Special  Servicer);  or (iv) the Trust,
out of the  portion of the Trust Fund  constituting  the Grantor  Trust,  in all
other instances.


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<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.1.    Counterparts.

            This  Agreement  may be  executed  simultaneously  in any  number of
counterparts,  each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

     SECTION 11.2.  Limitation on Rights of Certificateholders.

            The death or incapacity of any  Certificateholder  shall not operate
to   terminate   this   Agreement   or  the  Trust  Fund,   nor   entitle   such
Certificateholder's  legal representatives or heirs to claim an accounting or to
take any action or  proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights,  obligations and liabilities of the
parties hereto or any of them.

            No  Certificateholder  shall  have  any  right  to vote  (except  as
expressly  provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto,  nor
shall anything herein set forth, or contained in the terms of the  Certificates,
be construed so as to  constitute  the  Certificateholders  from time to time as
partners or members of an association;  nor shall any Certificateholder be under
any  liability  to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

            No  Certificateholder  shall have any right to  institute  any suit,
action or  proceeding  in equity or at law upon or under or with respect to this
Agreement or the Mortgage Loans,  unless,  with respect to this Agreement,  such
Holder  previously  shall have given to the Trustee a written  notice of default
and of the continuance  thereof, as hereinbefore  provided,  and unless also the
Holders of Certificates  representing a majority of the aggregate  Voting Rights
allocated to each affected Class of Certificates shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred therein or thereby,  and the Trustee,  for 30 days after its receipt of
such notice, request and offer of indemnity,  shall have neglected or refused to
institute any such action,  suit or  proceeding.  It is understood and intended,
and   expressly   covenanted   by  each   Certificateholder   with  every  other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders  of any  other of such  Certificates,  or to  obtain  or seek to  obtain
priority over or  preference  to any other such Holder,  or to enforce any right
under this  Agreement,  except in the manner herein  provided and for the equal,
ratable and common benefit of all Holders of Certificates of such Class. For the
protection and  enforcement  of the  provisions of this Section,  each and every
Certificateholder  and the  Trustee  shall be  entitled to such relief as can be
given either at law or in equity.


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<PAGE>


     SECTION 11.3.    Governing Law.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK  (WITHOUT  REGARD TO  CONFLICTS  OF LAWS  PRINCIPLES)  AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     SECTION 11.4.    Notices.

            All  demands,  notices  and  communications  hereunder  shall  be in
writing,  shall be deemed to have been given upon  receipt  (or,  in the case of
notice by telecopy, upon confirmation of receipt) as follows:

            If to the Trustee, to:

            ......--------------------
            ......--------------------
            ......--------------------


            If to the Depositor, to:

            ......PNC Mortgage Acceptance Corp.
            ......210 West 10th Street
            ......6th Floor
            ......Kansas City, Missouri 64105
            ......Attention:  Chief Executive Officer
            ......Telecopy No.:  (816) 435-2326

            With copies to:

            ......Morrison & Hecker L.L.P.
            ......2600 Grand Avenue
            ......Kansas City, Missouri 64108-4606
            ......Attention: William A. Hirsch, Esq.
            ......Telecopy No.: (816) 474-4208

            If to the Master Servicer, to:

            ......Midland Loan Services, Inc.
            ......210 West 10th Street
            ......6th Floor
            ......Kansas City, Missouri 64105
            ......Attention: Chief Executive Officer
            ......Telecopy No.:  (816) 435-2326


                                      177
<PAGE>


            With copies to:

            ......Morrison & Hecker L.L.P.
            ......2600 Grand Avenue
            ......Kansas City, Missouri 64108-4606
            ......Attention: William A. Hirsch, Esq.
            ......Telecopy No.: (816) 474-4208

            If to the Special Servicer, to:

            ......--------------------
            ......--------------------
            ......--------------------
            ......--------------------

            If to the Seller (for the _______ Loans), to:

            ......--------------------
            ......--------------------
            ......--------------------
            ......--------------------


            If to the Seller (for the Midland Loans), to:

            ......Midland Loan Services, Inc.
            ......210 West 10th Street
            ......Kansas City, Missouri 64105
            ......Attention: Chief Executive Officer
            ......Telecopy No.:  (816) 435-2326


            With copies to:

            ......Morrison & Hecker L.L.P.
            ......2600 Grand Avenue
            ......Kansas City, Missouri 64108-4606
            ......Attention: William A. Hirsch, Esq.
            ......Telecopy No.: (816) 474-4208


            If to the initial Controlling Class Representative, to:

                  the  address  provided  by  the  initial  Controlling  Class
                  Representative   at  the   closing   of   the   transactions
                  contemplated by this Agreement,


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<PAGE>



            If to any Certificateholder, to:

            ......the address set forth in the
            ......Certificate Register,

or, to such other address as such party shall  specify by written  notice to the
other parties.

     SECTION 11.5.    Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid,  then, to the
extent  permitted by applicable law, such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

     SECTION 11.6. Notice to the Depositor, the Controlling Class Representative
and Each Rating Agency.

     (a) The  Trustee  shall use its best  efforts to promptly  provide  written
notice to the Depositor,  the Controlling  Class  Representative,  the Placement
Agents and each Rating  Agency (and upon request to the Holders of any Privately
Placed  Certificates  that  are  not  Affiliates  of,  or did not  appoint,  the
Controlling Class Representative) with respect to each of the following of which
a Responsible Officer of the Trustee has actual knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the merger,  consolidation,  resignation  or  termination of the
Master Servicer, Special Servicer or Trustee;

          (iv) the  repurchase or  substitution  of Mortgage  Loans  pursuant to
Section 2.3;

          (v) the final payment to any Class of Certificateholders;

          (vi) the assumption of, or the defeasance,  release or substitution of
collateral securing, a Mortgage Loan that at such time has one of the 10 largest
outstanding principal balances of the Mortgage Loans in the Trust Fund; and

          (vii) any change in the location of the Distribution Account.


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<PAGE>


     (b) The Master Servicer and the Special  Servicer shall promptly furnish to
the  Controlling  Class  Representative,  each  Placement  Agent and each Rating
Agency  (and any  Holder  of any  Privately  Placed  Certificate  that is not an
Affiliate of, or did not appoint,  the Controlling  Class  Representative,  upon
request and at its expense) copies of the following:

          (i) the resignation or removal of the Trustee;

          (ii) any change in the location of the Collection Account;

          (iii) each of its annual  statements  as to  compliance  described  in
Section 3.14;

          (iv) each of its  annual  independent  public  accountants'  servicing
reports described in Section 3.15.

          (v) annual  reports of each Borrower with respect to the net operating
income and occupancy rates required to be delivered by the related  Mortgage and
actually received by the Master Servicer or the Special Servicer, if applicable,
pursuant  thereto to the extent  consistent  with applicable law and the related
Mortgage Loan Documents, which shall be made available in electronic media.

          (vi) any Officers'  Certificates  delivered by the Master  Servicer or
the Special Servicer to the Trustee;

          (vii)  all  site  inspections,   which  shall  be  made  available  in
electronic media;

          (viii)  all rent  rolls  and  sales  reports  to the  extent  they are
delivered by the related  Borrower to the extent  consistent with applicable law
and the related Mortgage Loan Documents,  and requested by the Controlling Class
Representative  or a  Rating  Agency  (if the  Master  Servicer  or the  Special
Servicer  converts  this  information  to  electronic  media,  it will  make the
electronic  files  available to the Rating  Agencies and the  Controlling  Class
Representative);

          (ix) any extension or modification of a maturity date; and

          (x) any modifications, waiver or amendment of any term of any Mortgage
Loan.

     (c)  The   Special   Servicer,   shall   furnish  the   Controlling   Class
Representative,  the Master  Servicer and each Rating  Agency (and the Placement
Agents at their  expense)  with such  information  with respect to any Specially
Serviced  Mortgage  Loan as the  Controlling  Class  Representative,  the Master
Servicer,  such Rating  Agency or  Placement  Agent shall  request and which the
Special Servicer can obtain to the extent consistent with applicable law and the
related Mortgage Loan Documents.


                                      180
<PAGE>


            The  Trustee,  the Master  Servicer  and the  Special  Servicer,  as
applicable,  shall furnish to each Rating  Agency (and the  Placement  Agents at
their expense) with respect to each Mortgage Loan such information as the Rating
Agency or Placement Agent shall reasonably request and which the Trustee, Master
Servicer  or  Special  Servicer  can  reasonably   provide  in  accordance  with
applicable law and without  waiving any  attorney-client  privilege  relating to
such  information.  The  Trustee,  Master  Servicer  and  Special  Servicer,  as
applicable,  may include any reasonable  disclaimer they deem  appropriate  with
respect to such information.

     (d) Notices to each Rating Agency shall be addressed as follows:

            ......--------------------
            ......--------------------
            ......--------------------


            ......--------------------
            ......--------------------
            ......--------------------


or in each case to such  other  address as any Rating  Agency  shall  specify by
written notice to the parties hereto.

     SECTION 11.7.    Amendment.

            This  Agreement or any Custodial  Agreement may be amended from time
to time by the  Depositor,  the Master  Servicer,  the Special  Servicer and the
Trustee,  without the consent of any of the Certificateholders,  (i) to cure any
ambiguity,  (ii) to correct or supplement any provisions  herein or therein that
may be  inconsistent  with any  other  provisions  herein or  therein  or in the
Prospectus  Supplement  (or  in the  Prospectus  referenced  in  the  Prospectus
Supplement),  (iii) to amend any  provision  hereof to the extent  necessary  or
desirable  to maintain  the rating or ratings,  if any,  assigned to each of the
Classes of REMIC III Regular Certificates by each Rating Agency, or (iv) to make
any other  provisions  with respect to matters or questions  arising  under this
Agreement  which (x)  shall  not be  inconsistent  with the  provisions  of this
Agreement, (y) shall not result in the downgrading,  withdrawal or qualification
(if applicable) of the rating or ratings then assigned to any outstanding  Class
of Certificates, as confirmed by a Rating Agency Confirmation (the cost, if any,
of  obtaining  such  confirmation  shall be paid by the Person  requesting  such
amendment  unless such  amendment  is in the best  interest of the Trust Fund in
which  case it will be paid by the Trust  Fund),  and (z)  shall  not  adversely
affect in any material respect the interests of any Certificateholder.

            This  Agreement or any Custodial  Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee  with the consent of the Holders of each of the Classes of  Certificates
representing  not less than 51% of the aggregate  Voting Rights allocated to all
Classes of Certificates  affected by the amendment for the purpose of adding any
provisions to or changing in any manner or eliminating any of the


                                      181
<PAGE>


provisions  of this  Agreement  or of  modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

          (i)  reduce in any  manner  the  amount  of, or delay the  timing  of,
payments  received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of each affected Certificateholder;

          (ii)  adversely  affect in any material  respect the  interests of the
Holders of any Class of  Certificates  in a manner  other than as  described  in
clause (i) above without the consent of the Holders of all  Certificates of such
Class;

          (iii)  change  the   percentages   of  Voting  Rights  of  Holders  of
Certificates  which are required to consent to any action or inaction under this
Agreement,  without  the  consent  of  the  Holders  of  all  Certificates  then
outstanding; or

          (iv) alter the  obligations  of the Master  Servicer or the Trustee to
make a P&I Advance or  Servicing  Advance  without the consent of the Holders of
all  Certificates  representing all of the Voting Rights of the Class or Classes
affected thereby.

            Further,  the Depositor,  the Master Servicer,  the Special Servicer
and the Trustee,  at any time and from time to time,  without the consent of the
Certificateholders,  may amend this  Agreement  or any  Custodial  Agreement  to
modify,  eliminate  or add to any of its  provisions  to such extent as shall be
necessary to maintain  the  qualification  of the REMIC Pools as three  separate
REMICs,  or to prevent the imposition of any additional  material state or local
taxes, at all times that any Certificates are  outstanding;  provided,  however,
that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes,  and would not adversely affect in any
material respect the interest of any Certificateholder.

            In the event that neither the Depositor  nor the successor  thereto,
if any,  is in  existence,  any  amendment  under  this  Section  11.7  shall be
effective with the consent in writing of the Trustee,  the Master Servicer,  the
Special   Servicer,   and,  to  the  extent   required  by  this  Section,   the
Certificateholders and each Rating Agency.

            Notwithstanding any other provision of this Agreement,  for purposes
of the  giving  or  withholding  of  consents  pursuant  to this  Section  11.7,
Certificates  registered in the name of the Depositor,  the Master Servicer, the
Special Servicer or any of their respective  Affiliates shall be entitled to the
same Voting Rights with respect to matters  described above as they would if any
other Person held such Certificates to the extent permitted in the definition of
Certificateholder.

            Promptly  after the  execution of any  amendment,  the Trustee shall
furnish  written  notification  of the  substance  of  such  amendment  to  each
Certificateholder,  the Controlling Class  Representative,  the Placement Agents
and each Rating Agency (with a copy of such amendment to each Rating Agency).


                                      182
<PAGE>


            It shall not be  necessary  for the  consent  of  Certificateholders
under  this  Section  11.7  to  approve  the  particular  form  of any  proposed
amendment,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance  thereof.  The method of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable  regulations as the Trustee may prescribe;  provided,  however ,
that such method shall always be by affirmation and in writing.

            Notwithstanding  any  contrary  provision  of  this  Agreement,   no
amendment shall be made to this Agreement or any Custodial  Agreement unless the
Master  Servicer and the Trustee shall have  received an Opinion of Counsel,  at
the expense of the party  requesting  such  amendment  (or, if such amendment is
required by any Rating  Agency to maintain the rating  issued by it or requested
by the  Trustee  for any  purpose  described  in clause (i) or (ii) of the first
sentence of this Section,  then at the expense of the Trust Fund), to the effect
that such  amendment  will not cause  REMIC I,  REMIC II or REMIC III to fail to
qualify as a REMIC at any time that any  Certificates are outstanding or cause a
tax to be imposed on the Trust Fund under the REMIC Provisions (other than a tax
at the  highest  marginal  corporate  tax rate on net  income  from  foreclosure
property)  or cause the Grantor  Trust to fail to be treated as a grantor  trust
for federal income tax purposes.

            Prior to the  execution of any  amendment  to this  Agreement or any
Custodial  Agreement,  the Trustee, the Special Servicer and the Master Servicer
shall be entitled to receive and rely  conclusively  upon an Opinion of Counsel,
at the expense of the party  requesting such amendment (or, if such amendment is
required by any Rating  Agency to maintain the rating  issued by it or requested
by the Trustee for any purpose  described in clause (i),  (ii) or (iv) (which do
not modify or otherwise  relate solely to the  obligations,  duties or rights of
the Trustee) of the first  sentence of this Section,  then at the expense of the
Trust Fund)  stating that the  execution  of such  amendment  is  authorized  or
permitted by this  Agreement.  The Trustee  may, but shall not be obligated  to,
enter into any such amendment which affects the Trustee's own rights,  duties or
immunities under this Agreement.

          SECTION 11.8.    Confirmation of Intent.

            It is the express  intent of the parties  hereto that the conveyance
of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee
on behalf of  Certificateholders  as contemplated by this Agreement and the sale
by the Depositor of the  Certificates  be, and be treated for all purposes as, a
sale by the Depositor of the undivided portion of the beneficial interest in the
Trust Fund represented by the Certificates. It is, further, not the intention of
the  parties  that such  conveyance  be deemed a pledge of the Trust Fund by the
Depositor to the Trustee to secure a debt or other  obligation of the Depositor.
However, in the event that, notwithstanding the intent of the parties, the Trust
Fund is held to continue to be property of the Depositor then (a) this Agreement
shall also be deemed to be a security  agreement  under  applicable law; (b) the
transfer of the Trust Fund  provided for herein shall be deemed to be a grant by
the Depositor to the Trustee on behalf of Certificateholders of a first priority
security interest in all of the Depositor's  right, title and interest in and to
the Trust Fund and all amounts  payable to the holders of the Mortgage  Loans in
accordance with the terms thereof and all proceeds of the conversion,  voluntary
or involuntary, of the foregoing into cash, instruments,


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securities or other property,  including,  without limitation,  all amounts from
time to time held or  invested in the  Collection  Account,  the  Grantor  Trust
Collection Account, the REO Accounts, the Reserve Accounts, the Interest Reserve
Accounts,  the Distribution Account and the Grantor Trust Distribution  Account,
whether in the form of cash, instruments,  securities or other property; (c) the
possession by the Trustee (or the Custodian or any other agent on its behalf) of
Notes  and such  other  items of  property  as  constitute  instruments,  money,
negotiable  documents or chattel paper shall be deemed to be  "possession by the
secured  party" for purposes of  perfecting  the security  interest  pursuant to
Section 9-305 of the ___________ and ___________  Uniform  Commercial Codes; and
(d)  notifications  to  Persons  holding  such  property,  and  acknowledgments,
receipts or  confirmations  from Persons holding such property,  shall be deemed
notifications to, or acknowledgments,  receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Any assignment of the
interest of the Trustee pursuant to any provision hereof shall also be deemed to
be an assignment of any security  interest created hereby.  The Depositor shall,
and upon the request of the Master  Servicer,  the Trustee shall,  to the extent
consistent with this Agreement (and at the expense of the Depositor),  take such
actions as may be  necessary to ensure that,  if this  Agreement  were deemed to
create a security  interest in the Mortgage Loans,  such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement.  It is
the intent of the  parties  that such a  security  interest  would be  effective
whether any of the Certificates are sold, pledged or assigned.

     SECTION 11.9.    Successors and Assigns; Beneficiaries

            The provisions of this Agreement  shall be binding upon and inure to
the benefit of the parties hereto, their respective  successors and assigns and,
as third party beneficiaries,  the Placement Agents, the non-parties referred to
in Sections  6.3 and 8.5 and,  solely with  respect to the proviso in the second
paragraph  of Section  3.2(a),  the  initial  sub-servicer  referred  to in such
section,   and  all  such   provisions   shall  inure  to  the  benefit  of  the
Certificateholders.  No other person,  including any Borrower, shall be entitled
to any benefit or equitable right, remedy or claim under this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


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            IN WITNESS WHEREOF, the Depositor,  the Master Servicer, the Special
Servicer  and the Trustee  have caused  their names to be signed to this Pooling
and Servicing  Agreement by their respective  officers thereunto duly authorized
as of the day and year first above written.


                                    PNC MORTGAGE ACCEPTANCE
                                    CORP., as Depositor


                                    By:   _______________________________
                                          Name: _________________________
                                          Title: ________________________


                                    MIDLAND LOAN SERVICES, INC.,
                                    as Master Servicer


                                    By:   _______________________________
                                          Name: _________________________
                                          Title: ________________________


                                    _____________________________________,
                                    as Special Servicer


                                    By:   _______________________________
                                          Name: _________________________
                                          Title: ________________________


                                    ____________________, as Trustee


                                    By:   _______________________________
                                          Name: _________________________
                                          Title: ________________________



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