Exhibit 4.1


                     GE COMMERCIAL MORTGAGE CORPORATION,
                                  Depositor

                                     [ ]



                                   Servicer

                                     [ ]



                               Special Servicer

                                     [ ]



                                   Trustee

                                     and

                                     [ ]



                                 Fiscal Agent

                       POOLING AND SERVICING AGREEMENT

                         Dated as of __________, 200_


                                      $

                Commercial Mortgage Pass-Through Certificates

                                Series 200_-_

==============================================================================



<PAGE>


                              TABLE OF CONTENTS

                                                                            Page

                                  ARTICLE I

                                 DEFINITIONS

Section 1.01  Defined Terms................................................
Section 1.02  Certain Calculations.........................................

                                  ARTICLE II

                        CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans.................................
Section 2.02  Acceptance by Trustee........................................
Section 2.03  Representations, Warranties and Covenants of the
              Depositor; Mortgage Loan Sellers' Repurchase or
              Substitution of Mortgage Loans for Defects in Mortgage
              Files and Breaches of Representations and Warranties.........
Section 2.04  Execution of Certificates....................................

                                 ARTICLE III

                              ADMINISTRATION AND
                         SERVICING OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer; Special Servicer to Act as
              Special Servicer; Administration of the Mortgage Loans.......
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
              Servicing Accounts...........................................
Section 3.04  The Certificate Account, the Lower-Tier and Upper-Tier
              Distribution Accounts [and the Excess Interest
              Distribution Account]........................................
Section 3.05  Permitted Withdrawals From the Certificate Account and
              the Distribution Accounts....................................
Section 3.06  Investment of Funds in the Certificate Account, the
              Interest Reserve Account, the Distribution Accounts and
              the REO Account..............................................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
              and Fidelity Coverage........................................
Section 3.08  Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.09  Realization Upon Defaulted Mortgage Loans....................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.11  Servicing Compensation.......................................
Section 3.12  Inspections; Collection of Financial Statements..............
Section 3.13  Annual Statement as to Compliance............................
Section 3.14  Reports by Independent Public Accountants....................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Sale of Defaulted Mortgage Loans and REO Properties..........
Section 3.19  [Intentionally Omitted]......................................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Servicer and Special
              Servicer; Record Keeping; Asset Status Report................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations, Warranties and Covenants of the Servicer....
Section 3.24  Representations, Warranties and Covenants of the Special
              Servicer.....................................................
Section 3.25  [Interest Reserve Account.]..................................
Section 3.26  [Excess Interest Distribution Account.]......................
Section 3.27  [Duties of the Extension Adviser.]...........................
Section 3.28  [Extension Adviser; Elections.]..............................
Section 3.29  [Limitation on Liability of Extension Adviser.]..............

                                  ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; CMSA Periodic Update
              Reports......................................................
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Collateral Support Deficit.....................
Section 4.05  Appraisal Reductions.........................................
Section 4.06  Certificate Deferred Interest................................

                                  ARTICLE V

                               THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration of Transfer and Exchange of Certificates........
Section 5.03  Book-Entry Certificates......................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05  Persons Deemed Owners........................................
Section 5.06  Appointment of Paying Agent..................................

                                  ARTICLE VI

                              THE DEPOSITOR, THE
                      SERVICER AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Servicer and the Special
              Servicer.....................................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
              Servicer or the Special Servicer.............................
Section 6.03  Limitation on Liability of the Depositor, the Servicer,
              the Special Servicer and Others..............................
Section 6.04  Depositor, Servicer and Special Servicer Not to Resign.......
Section 6.05  Rights of the Depositor in Respect of the Servicer and
              the Special Servicer.........................................
Section 6.06  Rating Agency Fees...........................................
Section 6.07  [The Directing Certificateholder.]...........................

                                 ARTICLE VII

                                   DEFAULT

Section 7.01  Events of Default; Servicer and Special Servicer
              Termination..................................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders...........................
Section 7.04  Waiver of Events of Default..................................
Section 7.05  Trustee and Fiscal Agent as Makers of Advances...............

                                 ARTICLE VIII

                   CONCERNING THE TRUSTEE AND FISCAL AGENT

Section 8.01  Duties of Trustee............................................
Section 8.02  Certain Matters Affecting the Trustee........................
Section 8.03  Trustee and Fiscal Agent Not Liable for Validity or
              Sufficiency of Certificates or Mortgage Loans................
Section 8.04  Trustee and Fiscal Agent May Own Certificates................
Section 8.05  Fees and Expenses of Trustee; Indemnification of Trustee
              and Fiscal Agent.............................................
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of the Trustee and the Fiscal
              Agent........................................................
Section 8.08  Successor Trustee and Fiscal Agent...........................
Section 8.09  Merger or Consolidation of Trustee or Fiscal Agent...........
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  Appointment of Custodians....................................
Section 8.12  Access to Certain Information................................
Section 8.13  Representations and Warranties of the Trustee and the
              Fiscal Agent.................................................

                                  ARTICLE IX

                                 TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All
              Mortgage Loans...............................................
Section 9.02  Additional Termination Requirements..........................

                                  ARTICLE X

                         ADDITIONAL REMIC PROVISIONS

Section 10.01 REMIC Administration.........................................
Section 10.02 Depositor, Special Servicer, Paying Agent and Trustee to
              Cooperate with Servicer......................................
Section 10.03 Use of Agents................................................

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Grant of a Security Interest.................................
Section 11.08 Successors and Assigns; Beneficiaries........................
Section 11.09 Article and Section Headings.................................
Section 11.10 Notices to the Rating Agencies...............................


<PAGE>


                                   EXHIBITS

Exhibit A-1       Form of Class [A-1] Certificate
Exhibit A-2       Form of Class [A-2] Certificate
Exhibit A-3       Form of Class [B] Certificate
Exhibit A-4       Form of Class [C] Certificate
Exhibit A-5       Form of Class [D] Certificate
Exhibit A-6       Form of Class [E] Certificate
Exhibit A-7       Form of Class [F] Certificate
Exhibit A-8       Form of Class [G] Certificate
Exhibit A-9       Form of Class [H] Certificate
Exhibit A-10      Form of Class [X] Certificate
Exhibit A-11      Form of Class [R] Certificate
Exhibit A-12      Form of Class [LR] Certificate
Exhibit B         Mortgage Loan Schedule
Exhibit C         Form of Investment Representation Letter
Exhibit D-1       Form of Transfer Affidavit
Exhibit D-2       Form of Transferor Letter
Exhibit E         [Intentionally Omitted]
Exhibit F         Form of Request for Release
Exhibit G         Form of ERISA Representation Letter
Exhibit H         Form of Distribution Date Statement


                                  SCHEDULES

Schedule 1        Computerized Database Information
Schedule 2        Borrower Concentrations in Excess of 5%
Schedule 3        Mortgage Loans Containing Affiliate Debt
Schedule 4        Mortgage Loans Which Initially Pay Interest Only





<PAGE>


            This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of ________ 200_, among GE Commercial Mortgage Corporation, as
Depositor, __________, as Servicer, ________, as Special Servicer, ________as
Fiscal Agent and __________as Trustee.

                            PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial and
multifamily mortgage loans (the "Mortgage Loans"). As provided herein, the
Servicer shall elect or shall cause an election to be made to treat the Trust
Fund [(exclusive of the Excess Interest and the Excess Interest Distribution
Account)] for federal income tax purposes as two separate real estate mortgage
investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC", and
each, a "REMIC").


<PAGE>



            The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
(the "Original Ratings") for each Class of Certificates comprising the interests
in the Upper-Tier REMIC created hereunder:

                               UPPER-TIER REMIC

                                                                Original
   Class                                    Original             Rating
Designation       Pass-Through Rate    Certificate Balance     ___ /___(1)
-----------       -----------------    -------------------     -----------

Class [A-1]
Class [A-2]
Class [B]
Class [C]
Class [D]
Class [E]
Class [F]
Class [G]
Class [H]
Class [X]                (2)
Class [R]               None                  (4)

(1)   The Certificates marked with an asterisk have not been rated by the
      applicable Rating Agency.

(2)   The Class [X] Certificates will not have a Pass-Through Rate but will bear
      interest in an amount for any Distribution Date equal to the sum of
      one-month's interest at the then applicable Pass-Through Rates on the
      Notional Amounts of the WAC Component and the [A-1] Component immediately
      prior to such Distribution Date. The Pass-Through Rate for the WAC
      Component for any Distribution Date will equal the excess, if any, of the
      Weighted Average Net Mortgage Rate over ___%. The Pass-Through Rate of the
      [WAC] Component for the first Distribution Date is expected to be
      approximately ___% per annum. The Pass-Through Rate for the [A-1]
      Component for any Distribution Date will equal ___% per annum.

(3)   The Class [X] Certificates will not have a Certificate Balance and will
      not be entitled to receive distributions of principal. Interest will
      accrue on the Components of such Class at the Pass-Through Rates thereof
      on the Notional Amounts thereof. The Notional Amount of the [WAC]
      Component for any Distribution Date will be equal to the Notional Amount
      of the Class [LWAC] Uncertificated Interest, which will be equal to the
      aggregate of the Stated Principal Balances of the Mortgage Loans as of the
      preceding Distribution Date (after giving effect to the distribution of
      principal on such Distribution Date) or, in the case of the first
      Distribution Date, the Cut-off Date. The original Notional Amount of the
      [WAC] Component is $________. The Notional Amount of the [A-1] Component
      is equal to the Lower-Tier Principal Amount of the Class [LA-1]
      Uncertificated Interest as of the preceding Distribution Date (after
      giving effect to the distribution of principal and allocation of
      Collateral Support Deficit on such Distribution Date) or in the case of
      the first Distribution Date, the original Lower-Tier Principal Amount of
      the Class [LA-1] Uncertificated Interest. The Original Notional Amount of
      the [A-1] Component is $______.

(4)   The Class [R] Certificates do not have a Certificate Balance or Notional
      Amount, do not bear interest and will not be entitled to distributions of
      Prepayment Premiums or Yield Maintenance Charges. Any Available
      Distribution Amount remaining in the Upper-Tier Distribution Account,
      after all required distributions under this Agreement have been made to
      each other Class of Certificates, will be distributed to the Holders of
      the Class [R] Certificates.

            The Class [A-1], Class [A-2], Class [B], Class [C], Class [D], Class
[E], Class [F], Class [G], Class [H] and Class [X] Certificates will evidence
"regular interests" in the Upper-Tier REMIC created hereunder. The sole Class of
"residual interests" in the Upper-Tier REMIC created hereunder will be evidenced
by the Class R Certificates. The Class [LA-1], Class [LA-2], Class [LB], Class
[LC], Class [LD], Class [LE], Class [LF], Class [LG], Class [LH] and Class
[LWAC] Uncertificated Interests will evidence "regular interests" in the
Lower-Tier REMIC created hereunder. The sole Class of "residual interests" in
the Lower-Tier REMIC created hereunder will be evidenced by the Original
Lower-Tier Principal Amount or Notional Amount Class [LR] Interest Rate
Certificates.

            The following table sets forth the initial Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests:

                                LOWER-TIER REMIC

   Class                                     Original Lower-Tier Principal
Designation          Interest Rate             Amount or Notional Amount
-----------          -------------             -------------------------

Class [LA-1]
Class [LA-2]
Class [LB]
Class [LC]
Class [LD]
Class [LE]
Class [LF]
Class [LG]
Class [LH]
Class [LWAC]                (5)                         (6)
Class [LR]                None(7)                   None(7)

----------

(5)   The interest rate of the Class [LWAC] Uncertificated Interest is the
      Weighted Average Net Mortgage Rate minus ___%.

(6)   The Class [LWAC] Uncertificated Interest has a Notional Amount as of any
      Distribution Date equal to the aggregate Stated Principal Balances of the
      Mortgage Loans as of the preceding Distribution Date (after giving effect
      to the distribution of principal and realized losses on such Distribution
      Date), or the Cut-off Date in the case of the first Distribution Date.

(7)   The Class [LR] Certificates do not have a Certificate Balance or Notional
      Amount, do not bear interest and will not be entitled to distributions of
      Prepayment Premiums or Yield Maintenance Charges. Any Available
      Distribution Amount remaining in the Lower-Tier Distribution Account after
      distributing the Lower-Tier Distribution Amount shall be distributed to
      the Holders of the Class [LR] Certificates (but only to the extent of the
      Available Distribution Amount for such Distribution Date remaining in the
      Lower-Tier Distribution Account, if any).

            As of close of business on the Cut-off Date, the Mortgage Loans had
an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to

$_________.

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

                                  ARTICLE I

                                 DEFINITIONS

            Section 1.01      Defined Terms.

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

            "A-1 Component": One of the two components comprising the Class [X]
Certificates representing a "specified portion" (within the meaning of Treasury
Regulations Section 1.860G-1(a)(2)(i)(C)) of the interest payments on the Class
[LA-1] Uncertificated Interest.

            "A-1 Component Interest Accrual Amount": With respect to each
Distribution Date, an amount equal to interest for the related Interest Accrual
Period at the A-1 Component Pass-Through Rate, accrued on the A-1 Notional
Amount outstanding immediately prior to such Distribution Date commencing in the
month of the Closing Date.

            "A-1 Component Pass-Through Rate": With respect to any Distribution
Date, _____% per annum.

            "A-1 Notional Amount": With respect to any Distribution Date, an
amount equal to the Lower-Tier Principal Amount of the Class [LA-1]
Uncertificated Interest.

            "Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Certificates (other than Class [X] Certificates and the
Residual Certificates), an amount equal to interest for the related Interest
Accrual Period at the Pass-Through Rate applicable to such Class of Certificates
for such Distribution Date, accrued on the related Certificate Balance of such
Class outstanding immediately prior to such Distribution Date (i.e., such
Certificate Balance is to be used for accrual of interest during the related
Interest Accrual Period notwithstanding the fact that such Certificate Balance
may be different than the actual Certificate Balance at the start of such
Interest Accrual Period) commencing in the month of the Closing Date. With
respect to each Distribution Date and the Class [X] Certificates, the Class [X]
Interest Accrual Amount. Accrued Certificate Interest shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.

            ["Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in the Mortgage Loan Schedule.]

            "Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired by the Trust Fund and
the Lower-Tier REMIC within the meaning of Treasury Regulation Section
1.856-6(b)(1), which is the first day on which the Lower-Tier REMIC is treated
as the owner of such REO Property for federal income tax purposes.

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

            "Adverse REMIC Event": As defined in Section 10.01(f).

            "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.

            "Affiliate Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to an Affiliate of such Mortgagor as of the Closing
Date as set forth on Schedule 3 hereto.

            "Agent": As defined in Section 5.02(d)(i)(A).

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

            ["Anticipated Prepayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the
date upon which such Mortgage Loan commences accruing interest at such Revised
Rate.]

            "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64.

            "Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has occurred, an amount
equal to the excess, if any, of (a) the Stated Principal Balance of such
Mortgage Loan over (b) the excess of (i) 90% of the Appraised Value of the
related Mortgaged Property over (ii) the sum of (a) to the extent not previously
advanced by the Servicer or the Trustee, all unpaid interest on such Mortgage
Loan at a per annum rate equal to its Mortgage Rate, (b) all unreimbursed
Advances and interest thereon at the Reimbursement 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 due and unpaid with
respect to such Mortgage Loan, net of any amounts currently escrowed for such
amounts (which taxes, premiums and other amounts have not been subject to an
Advance by the Servicer or the Trustee, as applicable). Within 60 days after the
Appraisal Reduction Event, the Special Servicer shall obtain an Appraisal (the
cost of which shall be paid as a Servicing Advance by the Servicer); provided,
however, that with respect to an Appraisal Reduction Event as set forth in
clause (ii) of the definition of Appraisal Reduction Event, the Special Servicer
shall obtain such Appraisal within the 120 day period set forth in such clause
(ii), which Appraisal shall be delivered by the Special Servicer to the
Servicer, and the Servicer shall deliver such Appraisal to the Trustee, the
Paying Agent and each Holder of a Class [F], Class [G] and Class [H] Certificate
within 15 days of receipt by the Servicer of such Appraisal from the Special
Servicer.

            With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan and has remained current for twelve consecutive Monthly Payments
(for such purposes taking into account any amendment or modification of such
Mortgage Loan)), the Special Servicer shall, within 30 days of each annual
anniversary of the related Appraisal Reduction Event, order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by the
Servicer as a Servicing Advance. Based upon such Appraisal, the Special Servicer
shall redetermine and report to the Paying Agent and the Trustee the amount of
the Appraisal Reduction with respect to such Mortgage Loan and such redetermined
Appraisal Reduction shall replace the prior Appraisal Reduction with respect to
such Mortgage Loan.

            With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred and which has become a Corrected Mortgage Loan and has
remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, the Special Servicer may within 30 days of the date of such twelfth
Monthly Payment, order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Servicer as a Servicing
Advance. Based upon such Appraisal, the Special Servicer shall redetermine and
report to the Paying Agent and the Trustee the amount of the Appraisal Reduction
with respect to such Mortgage Loan. Notwithstanding the foregoing, the Special
Servicer will not be required to obtain an Appraisal with respect to a Mortgage
Loan which is the subject of an Appraisal Reduction Event to the extent the
Special Servicer has obtained an Appraisal with respect to the related Mortgaged
Property within the 12-month period immediately prior to the occurrence of such
Appraisal Reduction Event. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction with respect to such Mortgage
Loan.

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan or the related REO Property will
be reduced to zero as of the date such Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust Fund.

            "Appraisal Reduction Amount": With respect to any Distribution Date,
an amount equal to the product of (i) ___ % per annum, and (ii) the sum of all
Appraisal Reductions with respect to such Distribution Date.

            "Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the third anniversary of the date on which the first extension
of the Maturity Date of such Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer pursuant to the terms
hereof, which extension does not decrease the amount of Monthly Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (iii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date), 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, (v) 60 days after a Mortgagor declares bankruptcy
and (vi) immediately after a Mortgage Loan becomes an REO Loan; provided,
however, that an Appraisal Reduction Event shall not occur at any time when the
aggregate Certificate Balances of all Classes of Certificates (other than the
Class [A] Certificates) has been reduced to zero. The Special Servicer shall
notify the Servicer promptly upon the occurrence of any of the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent MAI appraiser selected by the
Servicer or Special Servicer, as applicable.

            "Asset Status Report": As defined in Section 3.21(d).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, 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, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

            "Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the sum of (a) the principal portion of the Monthly
Payment that would have been due on such Mortgage Loan on the related Due Date
based on the constant payment required by the related Mortgage Note or the
original amortization schedule thereof (as calculated with interest at the
related Mortgage Rate), if applicable, assuming such Balloon Payment has not
become due, after giving effect to any modification of such Mortgage Loan, and
(b) interest on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage Rate (net of interest at the Servicing Fee Rate).

            "Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (without duplication):

            (a) the aggregate amount relating to the Trust Fund on deposit in
the Certificate Account and the Lower-Tier Distribution Account (exclusive of
any investment income contained therein) as of the close of business on the
Business Day preceding the related P&I Advance Date, exclusive of:

            (i) all Monthly Payments paid by the Mortgagors that are due on a
      Due Date following the end of the related Due Period;

            (ii) all Principal Prepayments (together with any related payments
      of interest allocable to the period following the Due Date for the related
      Mortgage Loan during the related Due Period), Balloon Payments,
      Liquidation Proceeds or Insurance and Condemnation Proceeds received after
      the end of the related Due Period;

            (iii) all amounts payable or reimbursable to any Person from the
      Certificate Account pursuant to clauses (ii) - (xvi), inclusive, of
      Section 3.05(a);

            (iv) all amounts payable or reimbursable to any Person from the
      Lower-Tier Distribution Account pursuant to clauses (ii) - (v), inclusive,
      of Section 3.05(b);

            (v) all Prepayment Premiums and Yield Maintenance Charges;

            (vi) [Excess Interest];

            (vii) all amounts deposited in the Certificate Account or the
      Lower-Tier Distribution Account, as the case may be, in error;

            (viii) [with respect to the Interest Reserve Loans and any
      Distribution Date relating to each Interest Accrual Period ending in (1)
      each January or (2) any December in a year immediately preceding a year
      which is not a leap year, an amount equal to one day of interest on the
      Stated Principal Balance of such Mortgage Loan as of the Due Date in the
      month preceding the month in which such Distribution Date occurs at the
      related Mortgage Rate to the extent such amounts are to be deposited in
      the Interest Reserve Account and held for future distribution pursuant to
      Section 3.25;]

            (b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred from the REO Account to the Certificate Account
for such Distribution Date pursuant to Section 3.16(c); and

            (c) the aggregate amount of any P&I Advances made by the Servicer,
the Trustee or the Fiscal Agent, as applicable, for such Distribution Date
pursuant to Section 4.03 or 7.05 (net of the related Trustee Fee with respect to
the Mortgage Loans for which such P&I Advances are made); and

            (d) [for the Distribution Date occurring in each March, the Withheld
Amounts remitted to the Lower-Tier Distribution Account pursuant to Section
3.25(b).]

Notwithstanding the investment of funds held in the Certificate Account or the
Lower-Tier Distribution Account pursuant to Section 3.06, for purposes of
calculating the Available Distribution Amount, the amounts so invested shall be
deemed to remain on deposit in such account.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Maturity Date.

            "Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Monthly Payment payable on the Maturity Date of
such Mortgage Loan.

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any of the Class [A], Class [B], Class
[C], Class [D] and Class [E] Certificates, a fraction (A) whose numerator is the
greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on
such Class of Offered Certificates and (ii) the Yield Rate, with respect to
Mortgage Loans sold to the Depositor by __________, or the Discount Rate, with
respect to Mortgage Loans sold to the Depositor by ____________, used in
calculating the Yield Maintenance Charge with respect to such Principal
Prepayment and (B) whose denominator is the difference between (i) the Mortgage
Rate on the related Mortgage Loan and (ii) the Yield Rate, with respect to
Mortgage Loans sold to the Depositor by __________, or the Discount Rate, with
respect to Mortgage Loans sold to the Depositor by __________, used in
calculating the Yield Maintenance Charge with respect to such principal
prepayment; provided, however, that under no circumstances shall the Base
Interest Fraction be greater than one. If such Yield Rate or Discount Rate, as
the case may be, is greater than the Mortgage Rate on the related Mortgage Loan,
then the Base Interest Fraction shall equal zero.

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

            "Breach": As defined in Section 2.03(b).

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or the city and state in which
the Corporate Trust Office of the Trustee or principal place of business of the
Servicer or the Special Servicer is located, are authorized or obligated by law
or executive order to remain closed.

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 200_-__, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

            "Certificate Account": The custodial account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a) in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.

            "Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates and the Class [X] Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.02(iii)).

            "Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section 4.06(a).

            "Certificate Factor": With respect to any Class of Certificates, as
of any date of determination, a fraction, expressed as a decimal carried to 8
places, the numerator of which is the then related Certificate Balance, and the
denominator of which is the related Original Certificate Balance.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement, any Certificate registered in the name of the Servicer, the
Special Servicer, the Depositor or any Affiliate of either shall be deemed not
to be outstanding, and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval or waiver has been
obtained, if such consent, approval or waiver sought from such party would in
any way increase its compensation or limit its obligations as Servicer, Special
Servicer or Depositor, as applicable, hereunder; provided, however, the Servicer
and Special Servicer shall be entitled to exercise such Voting Rights with
respect to any issue which could reasonably be believed to adversely affect such
party's compensation or increase its obligations or liabilities hereunder; and
provided further, however, that such restrictions will not apply to the exercise
of the Special Servicer's rights as a member of the Controlling Class. The
Trustee shall be entitled to request and rely upon a certificate of the
Servicer, the Special Servicer or the Depositor in determining whether a
Certificate is registered in the name of an Affiliate of such Person. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

            "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 Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Rating": With respect to the long-term unsecured debt
of any institution, a long-term debt obligation rating by each Rating Agency not
lower than the highest rating by such Rating Agency of any Class of Certificates
then outstanding; provided, however, that the Certificate Rating will not be
lower than Investment Grade by such Rating Agency.

            "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.

            "Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical (and, if applicable, numerical) Class
designation.

            "Class [A] Certificate": Any Class [A-1] or Class [A-2] Certificate.

            "Class [A-1] Certificate": A Certificate designated as "Class [A-1]"
on the face thereof, in the form of Exhibit A-1 hereto.

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

            "Class [A-2] Certificate": A Certificate designated as "Class [A-2]"
on the face thereof, in the form of Exhibit A-2 hereto.

            "Class [A-2] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [B] Certificate": A Certificate designated as "[Class B]" on
the face thereof, in the form of Exhibit A-3 hereto.

            "Class [B] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [C] Certificate": A Certificate designated as "[Class C]" on
the face thereof, in the form of Exhibit A-4 hereto.

            "Class [C] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class D Certificate": A Certificate designated as "[Class D]" on
the face thereof, in the form of Exhibit A-5 hereto.

            "Class [D] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [E] Certificate": A Certificate designated as "[Class E]" on
the face thereof, in the form of Exhibit A-6 hereto.

            "Class [E] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [F] Certificate": A Certificate designated as "[Class F]" on
the face thereof, in the form of Exhibit A-7 hereto.

            "Class [F] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [G] Certificate": A Certificate designated as "[Class G]" on
the face thereof, in the form of Exhibit A-8 hereto.

            "Class [G] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [H] Certificate": A Certificate designated as "[Class H]" on
the face thereof, in the form of Exhibit A-9 hereto.

            "Class [H] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [LA-1] Interest Fraction": With respect to any Distribution
Date, a fraction, the numerator of which is the [A-1] Component Interest Accrual
Amount and the denominator of which is the sum of the [A-1] Component Interest
Accrual Amount and the WAC Component Interest Accrual Amount.

            "Class [LA-1] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LA-2] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LB] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LC] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LD] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LE] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LF] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LG] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LH] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.

            "Class [LR] Certificate": A Certificate designated as "Class [LR]"
on the face thereof, in the form of Exhibit A-12 hereto.

            "Class [LWAC] Notional Amount": As of any Distribution Date, an
amount equal to the aggregate Stated Principal Balances of the Mortgage Loans as
of the preceding Distribution Date (after giving effect to the distribution of
principal and realized losses on such Distribution Date), or the Cut-off Date in
the case of the first Distribution Date.

            "Class [LWAC] Pass-Through Rate": For any Distribution Date, the
Weighted Average Net Mortgage Rate for such Distribution Date minus ___%.

            "Class [LWAC] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the initial Notional Amount and per annum rate of interest set forth in the
Preliminary Statement hereto, representing a "specified portion" (within the
meaning of Treasury Regulations Section 1.860G-1(a)(2)(i)(C)) of the interest
payments on the Mortgage Loans.

            "Class [R] Certificate": A Certificate designated as "Class [R]" on
the face thereof, in the form of Exhibit A-11 hereto.

            "Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class for the immediately
preceding Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall payable to such Class on such preceding Distribution Date over (b) the
aggregate amount in respect of interest actually distributed to such Class on
such immediately preceding Distribution Date. The Class Unpaid Interest
Shortfall with respect to any Class of Certificates as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.

            "Class [X] Certificate": A Certificate designated as "Class [X]" on
the face thereof, in the form of Exhibit A-10 hereto.

            "CMSA Periodic Update Report": The monthly report to be prepared by
the Servicer and delivered to the Trustee, the Paying Agent, the Special
Servicer, the Depositor and each Rating Agency pursuant to Section 4.02(b), in
electronic medium, which electronic medium is reasonably acceptable to the
Paying Agent and the Servicer, containing such information as is set forth in
Section 4.02(b) regarding the Mortgage Loans and such other information as will
permit the Paying Agent to calculate the amounts to be distributed pursuant to
Section 4.01 and to furnish or make available statements to Certificateholders
pursuant to Section 4.02 and containing such additional information as the
Servicer, the Special Servicer and the Paying Agent may from time to time agree.

            "Class [X] Interest Accrual Amount": With respect to any
Distribution Date, the sum of the A-1 Component Interest Accrual Amount and the
WAC Component Interest Accrual Amount.

            "Closing Date": _________, 200_.

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.

            "Collateral Support Deficit": As defined in Section 4.04.

            "Collection Report": The monthly report to be prepared by the
Servicer and delivered to the Trustee, the Paying Agent, the Special Servicer,
the Depositor and each Rating Agency pursuant to Section 4.02(b), in writing and
in electronic medium, in form reasonably acceptable to the Paying Agent,
containing such information as is set forth in Section 4.02(b) regarding the
Mortgage Loans and such other information as will permit the Paying Agent to
calculate the amounts to be distributed pursuant to Section 4.01 and to furnish
statements to Certificateholders pursuant to Section 4.02 and containing such
additional information as the Servicer, the Special Servicer and the Paying
Agent may from time to time agree.

            "Commission": The Securities and Exchange Commission.

            "Component": The A-1 Component or the WAC Component.

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates then outstanding that has a then
aggregate Certificate Balance at least equal to the lesser of (a) 1% of the
outstanding aggregate principal balance of the Mortgage Loans as of the Closing
Date or (b) 20% of the initial Certificate Balance of such Class of Certificates
in the case of Class [H] Certificates, or 25% of the initial Certificate Balance
of such Class in the case of any other Class of Certificates. For purposes of
determining the identity of the Controlling Class, the Certificate Balance of
each Class shall be deemed to be reduced by the amount allocated to such Class
of any Appraisal Reductions relating to Mortgage Loans as to which Liquidation
Proceeds or other final payment has not yet been received. As of the Closing
Date, the Controlling Class will be the Class [H] Certificates.

            "Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time by such Holder (or
Certificate Owner).

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at _________________________, Attention:
____________________________, GE Commercial Mortgage Corporation, Series
200_-___ (telecopy number (___) ___-____).

            "Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided, that no additional default is foreseeable in the
reasonable judgment of the Special Servicer) the Special Servicer has returned
servicing of such Mortgage Loan to the Servicer pursuant to Section 3.21(a).

            "Credit File": Any documents, other than documents required to be
part of the related Mortgage File, in the possession of the Servicer and
relating to the origination and servicing of any Mortgage Loan.

            "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, either Mortgage Loan Seller or an Affiliate
of any of them. The Trustee shall be the initial Custodian.

            "Cut-off Date": __________, 200_.

            "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided, that with respect to the Mortgage Loans which
initially pay interest only, the related Monthly Payment will be calculated (for
purposes of this definition only) to include principal (based upon a 25-year
amortization schedule) and interest payments from origination.

            "Default Interest": With respect to any defaulted Mortgage Loan
which is in default pursuant to the terms of the related Mortgage Loan Documents
for any related Due Period, all interest accrued in respect of such Mortgage
Loan during such Due Period provided for in the related Mortgage Note or
Mortgage as a result of the related default (exclusive of late payment charges)
that is in excess of interest at the related Mortgage Rate accrued on the unpaid
principal balance of such Mortgage Loan outstanding from time to time during
such Due Period.

            "Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.

            "Defaulting Party": As defined in Section 7.01(b).

            "Defect":  As defined in Section 2.02(e).

            "Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

            "Definitive Certificate": As defined in Section 5.01(a).

            "Denomination": As defined in Section 5.01(a).

            "Depositor": GE Commercial Mortgage Corporation, a Delaware
corporation, or its successor in interest.

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

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

            "Depository Rules": As defined in Section 5.02(b).

            "Determination Date": With respect to any Distribution Date, the ___
day of the month in which such Distribution Date occurs, or if such ___ day is
not a Business Day, the immediately succeeding Business Day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (i) absent such selection,
or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class will be the Directing
Certificateholder.

            "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(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the performance of any construction work
thereon (other than the completion of a building or improvement, where more than
10% of the construction of such building or improvement was completed before
default became imminent) 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 Trustee (or the Special Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs or capital
expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section 1.856-4(b)(5)(ii).

            "Discount Rate": A rate which, when compounded monthly, is
equivalent to the Yield Rate when compounded semi-annually.

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

            "Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates, the Accrued
Certificate Interest in respect of such Class of Regular Certificates for such
Distribution Date, reduced (to not less than zero) by any allocations to such
Class of Certificates (other than in the case of the Class [X] Certificates) of
any Certificate Deferred Interest for such Distribution Date.

            "Distribution Accounts": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account.

            "Distribution Date": The __th day of any month, or if such __th day
is not a Business Day, the Business Day immediately following, commencing in
__________ 200_.

            "Distribution Date Statement": As defined in Section 4.02(a).

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

            "Due Period": With respect to any Distribution Date, the period
commencing on the _____ day of the month preceding the month in which such
Distribution Date occurs and ending on the _____ day of the month in which such
Distribution Date occurs. Notwithstanding the foregoing, in the event that the
last day of a Due Period is not a Business Day, any payments received with
respect to the Mortgage Loans relating to such Due Period on the Business Day
immediately following such day shall be deemed to have been received during such
Due Period and not during any other Due Period.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
long-term unsecured debt obligations of which are rated at least "AA-" by ___
and ___, or, if not rated by ___, at least "A" or its equivalent by another
nationally recognized statistical rating agency, if the deposits are to be held
in such account for more than 30 days or the short-term debt obligations of
which have a short-term rating of not less than "A-1" from ___ and "D-1+" from
___ (if rated by ___) if the deposits are to be held in such account for less
than 30 days, or such other account or accounts with respect to which each of
the Rating Agencies shall have confirmed in writing that the then current rating
assigned to any of the Certificates that are currently being rated by such
Rating Agency will not be qualified, downgraded or withdrawn by reason thereof
or (ii) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust
company that, in either case, has a combined capital and surplus of at least
$50,000,000 and has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12
C.F.R. ss. 9.10(b). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar
instrument.

            "Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing 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 or (ii) an Institutional Accredited
Investor.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter, in the case of Specially
Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "ERISA Prohibited Holder": As defined in Section 5.02(d).

            "Escrow Payment": Any payment received by the Servicer for the
account of any Mortgagor for application toward the payment of real estate
taxes, assessments, insurance premiums, ground lease rents and similar items in
respect of the related Mortgaged Property, including amounts for deposit to any
reserve account.

            "Event of Default": One or more of the events described in Section
7.01(a).

            ["Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on such Mortgage Loan after the Anticipated Prepayment Date allocable to
the Excess Rate, including all interest accrued thereon. The Excess Interest
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.]

            ["Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts by the Paying
Agent pursuant to Section 3.04(c), which shall be entitled [__________], as
Paying Agent, in trust for the Holders of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 200_-__, Excess Interest
Distribution Account," and which must be an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of the Lower-Tier REMIC or
the Upper-Tier REMIC formed hereunder.]

            ["Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.]

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

            ["Extension Adviser": As defined in Section 3.26(a).]

            "FDIC": Federal Deposit Insurance Corporation or any successor.

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

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by a
Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan Purchase
Agreement, by the Servicer or the Special Servicer pursuant to Section 3.18(b),
or by the Servicer, the Special Servicer, the Holders of the Controlling Class
or the Holders of the Class [LR] Certificates pursuant to Section 9.01) that
there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that, in the Special
Servicer's judgment, exercised without regard to any obligation of the Special
Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable.

            "Fiscal Agent": ___________, a _________banking corporation, in its
capacity as fiscal agent hereunder, and its successors in interest, or any
successor Fiscal Agent appointed hereunder.

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

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, 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.

            "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Depositor, the
Servicer, the Special Servicer, the Directing Certificateholder and any and all
Affiliates thereof, (ii) does not have any material direct financial interest in
or any material indirect financial interest in any of the Trustee, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
or any Affiliate thereof and (iii) is not connected with the Trustee, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Trustee, the
Depositor, the Servicer, the Special Servicer or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Depositor, the Servicer, the Special
Servicer, the Directing Certificateholder or any Affiliate thereof, as the case
may be.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Servicer or the Trust, delivered to the Trustee and the Servicer), so long as
the Trust does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5) (except that the
Servicer or the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee to that effect) or (ii) any other Person
(including the Servicer and the Special Servicer) upon receipt by the Trustee
and the Servicer of an Opinion of Counsel, which shall be at no expense to the
Trustee, the Servicer or the Trust Fund, 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 or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.

            "Institutional Accredited Investor": As defined in Section 5.02(b).

            "Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor or any tenants or ground lease, in either case, in accordance with the
Servicing Standards.

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

            "Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated Lower-Tier Interests and any Distribution Date,
the period beginning on the first day of the calendar month preceding the
calendar month in which the related Distribution Date occurs and ending on the
last day of the calendar month preceding the calendar month in which such
Distribution Date occurs [calculated assuming that each month has 30 days and
each year has 360 days].

            "Interest Distribution Amount": With respect to any Class of Regular
Certificates for any Distribution Date, an amount equal to the sum of the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with
respect to such Class of Regular Certificates for such Distribution Date.

            ["Interest Reserve Account": The trust account created and
maintained by the Paying Agent pursuant to Section 3.25 in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.25 shall be deposited directly and which must be an Eligible Account.]

            ["Interest Reserve Loans": The Actual/360 Mortgage Loans.]

            "Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

            "Investment Account": As defined in Section 3.06(a).

            "Investment Grade": With respect to any Certificate, ratings
assigned to such Certificate by ___ and ___ no lower than "BBB-".

            "Investment Representation Letter": As defined in Section 5.02(b).

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.

            "Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Due Period (or the related grace period), whether as
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections of principal or interest
due in respect of such Mortgage Loan (without regard to any acceleration of
amounts due thereunder by reason of default) on a Due Date in a previous Due
Period and not previously recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property during any Due Period
(including any grace period), whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Mortgage Loan (without regard to any acceleration of
amounts due under the predecessor Mortgage Loan by reason of default) on a Due
Date in a previous Due Period and not previously recovered. The term "Late
Collections" shall specifically exclude Penalty Charges.

            "Liquidation Event": With respect to any 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 by a Mortgage Loan Seller pursuant to Section 3 of the
related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased
by the Servicer or the Special Servicer pursuant to Section 3.18(b); or (v) such
Mortgage Loan is purchased by the Servicer, the Special Servicer, the Holders of
the Controlling Class or the Holders of the Class [LR] Certificates pursuant to
Section 9.01. With respect to any REO Property (and the related REO Loan), any
of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property or (ii) such REO Property is purchased by the Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class [LR] Certificates pursuant to Section 9.01.

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Mortgagor or any Liquidation Proceeds with respect thereto, equal to the
product of the Liquidation Fee Rate and the proceeds of such full or discounted
payoff or the net Liquidation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially
Serviced Mortgage Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii)-(v) of the
definition of Liquidation Proceeds.

            "Liquidation Fee Rate": A rate equal to __%.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received or paid by the Servicer in
connection with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage; (ii)
the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
the purchase of a Defaulted Mortgage Loan by the Servicer or the Special
Servicer pursuant to Section 3.18(b) or any other sale thereof pursuant to
Section 3.18(c); (iv) the repurchase of a Mortgage Loan by a Mortgage Loan
Seller pursuant to Section 3 of the related Mortgage Loan Purchase Agreement; or
(v) the purchase of a Mortgage Loan or REO Property by the Servicer, Special
Servicer, the Holders of the Controlling Class or the Holders of the Class [LR]
Certificates pursuant to Section 9.01.

            "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 scheduled principal balance of such Mortgage Loan at the time of
determination, and the denominator of which is the Original Value of the related
Mortgaged Property.

            "Lower-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled
"___________________________, as Paying Agent, in trust for the registered
Holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 200_-_, Lower-Tier Distribution Account". Any such account
or accounts shall be an Eligible Account.

            "Lower-Tier Distribution Amount": As defined in Section 4.01(b).

            "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests (other than the Class [LWAC] Uncertificated
Interest), (i) on or prior to the first Distribution Date, an amount equal to
the Original Lower-Tier Principal Amount of such Class as specified in the
Preliminary Statement hereto, and (ii) as of any date of determination after the
first Distribution Date, an amount equal to the Certificate Balance of the Class
of Related Certificates on the Distribution Date immediately prior to such date
of determination (determined as adjusted pursuant to Section 1.02(iii)).

            "Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Mortgage Loans [exclusive of Excess
Interest], any REO Property with respect thereto, such amounts as shall from
time to time be held in the Certificate Account, the REO Account, if any, [the
Interest Reserve Account] and the Lower-Tier Distribution Account, and all other
property included in the Trust Fund that is not in the Upper-Tier REMIC.

            "MAI": Member of the Appraisal Institute.

            "Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace period permitted by the related Mortgage
Note, or (iii) any modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Servicer or the Special Servicer pursuant to Section
3.20 occurring prior to such date of determination.

            "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note and applicable law, without regard to any acceleration of
principal of such Mortgage Loan by reason of default thereunder [and without
respect to any excess Interest,] or any modification, waiver or amendment of
such Mortgage Loan granted or agreed to by the Servicer or the Special Servicer
pursuant to Section 3.20.

            "Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust or other instrument securing a Mortgage Note and creating a lien on the
fee or leasehold interest in the related Mortgaged Property.

            "Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is
paid currently below the Mortgage Rate, the excess, if any, of (a) interest
accrued on the Stated Principal Balance thereof during the one-month interest
accrual period set forth in the related Mortgage Note at the related Mortgage
Rate over (b) the interest portion of the related Monthly Payment or, if
applicable, Assumed Scheduled Payment due on such Due Date.

            "Mortgaged Property": The real property subject to the lien of a
Mortgage.

            "Mortgage File": With respect to any Mortgage Loan, but subject to
Section 2.01, collectively the following documents:

            (i) the original Mortgage Note, bearing, or accompanied by, all
      prior and intervening endorsements or assignments showing a complete chain
      of endorsement or assignment from the originator of the Mortgage Loan to
      the applicable Mortgage Loan Seller, and further endorsed (at the
      direction of the Depositor given pursuant to the applicable Mortgage Loan
      Purchase Agreement) by the Mortgage Loan Seller, on its face or by allonge
      attached thereto, without recourse, to the order of the Trustee in the
      following form: "Pay to the order of _______, as trustee for the
      registered Holders of GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 200_-__, without recourse,
      representation or warranty, express or implied";

            (ii) the original Mortgage (or a certified copy thereof from the
      applicable recording office) and originals (or certified copies from the
      applicable recording office) of any intervening assignments thereof
      showing a complete chain of assignment from the originator of the Mortgage
      Loan to the applicable Mortgage Loan Seller, in each case with evidence of
      recording indicated thereon;

            (iii) an original (or a copy if the original has been sent by the
      Servicer for recordation) assignment of the Mortgage, in recordable form,
      from the Mortgage Loan Seller to "___________________, as trustee for the
      registered Holders of GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 200_-__";

            (iv) an original or copy of any related Assignment of Leases (if
      such item is a document separate from the Mortgage) and the originals or
      copies of any intervening assignments thereof showing a complete chain of
      assignment from the originator of the Mortgage Loan to the Mortgage Loan
      Seller, in each case with evidence of recording thereon;

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form,
      executed by the applicable Mortgage Loan Seller to "__________, as trustee
      for the registered holders of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 200_-___";

            (vi) an original or copy of any related Security Agreement (if such
      item is a document separate from the Mortgage) and the originals or copies
      of any intervening assignments thereof showing a complete chain of
      assignment from the originator of the Mortgage Loan to the Mortgage Loan
      Seller;

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), in recordable form,
      executed by the applicable Mortgage Loan Seller to "__________, as trustee
      for the registered holders of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 200_-___";

            (viii) originals or copies of all assumption, modification, written
      assurance and substitution agreements, with evidence of recording thereon,
      where appropriate, in those instances where the terms or provisions of the
      Mortgage, Mortgage Note or any related security document have been
      modified or the Mortgage Loan has been assumed;

            (ix) the original lender's title insurance policy or a copy thereof
      effective as of the date of the recordation of the Mortgage Loan, together
      with all endorsements or riders that were issued with or subsequent to the
      issuance of such policy, insuring the priority of the Mortgage as a first
      lien on the Mortgagor's fee interest in the Mortgaged Property, or if the
      policy has not yet been issued, a written commitment or interim binder,
      dated as of the date the related Mortgage Loan was funded;

            (x)the original or copy of any guaranty of the obligations of the
      Mortgagor under the Mortgage Loan;

            (xi) all UCC Financing Statements and continuation statements or
      copies thereof sufficient to perfect (and maintain the perfection of) the
      security interest held by the originator of the Mortgage Loan (and each
      assignee prior to the Trustee) in and to the personalty of the Mortgagor
      at the Mortgaged Property (in each case with evidence of filing thereon),
      and to transfer such security interest to the Trustee;

            (xii) the original power of attorney (with evidence of recording
      thereon) granted by the Mortgagor if the Mortgage, Mortgage Note or other
      document or instrument referred to above was not signed by the Mortgagor;

            (xiii) with respect to any Mortgage Loans with Affiliate Debt, a
      subordination agreement, pursuant to which such Affiliate Debt will be
      fully subordinated to such Mortgage Loan;

            (xiv) any additional documents required to be added to the Mortgage
      File pursuant to this Agreement;

            (xv) with respect to any Mortgage Loan secured by a ground lease,
      the related ground lease; and

            (xvi) the original of any Letters of credit securing such Mortgage
      Loan.

provided, however, that whenever the term "Mortgage File" is used to refer to
documents actually received by the Trustee, or a Custodian appointed thereby,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.

            "Mortgage Loan Purchase Agreement": Either of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the related
Mortgage Loans.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:

            (i) the loan i.d. number (as specified in Exhibit A to the
Prospectus);

            (ii)  the Mortgagor's name;

            (iii) the street address (including city, state and zip code) of the
      related Mortgaged Property;

            (iv)  the Mortgage Rate in effect at origination;

            (v)   the Net Mortgage Rate in effect at the Cut-off Date;

            (vi)  the original principal balance;

            (vii) the Cut-off Date Principal Balance;

            (viii) the (a) original term to stated maturity, (b) remaining term
      to stated maturity and (c) Maturity Date;

            (ix)  the original and remaining amortization terms;

            (x) the amount of the Monthly Payment due on the first Due Date
      following the Cut-off Date;

            (xi)  the Original Value of the related Mortgaged Property;

            (xii) the Loan-to-Value Ratio at the Cut-off Date;

            (xiii) the Underwritten Debt Service Coverage Ratio;

            (xiv) the applicable Servicing Fee Rate;

            (xv)  [whether the Mortgage Loan is an Actual/360 Mortgage Loan;]

            (xvi) [whether such Mortgage Loan has an Anticipated Prepayment
      Date;]

            (xvii) [the Revised Rate of such Mortgage Loan, if any; ]

            (xviii) [whether such Mortgage Loan is secured by the related
      Mortgagor's interest in a ground lease;]

            (xix) [identifying any Mortgage Loans with which such Mortgage Loan
      is cross-defaulted or cross-collateralized;]

            (xx)  the originator of such Mortgage Loan;

            (xxi) whether such Mortgage Loan has a guarantor; and

            (xxii) whether such Mortgage Loan is secured by a letter of credit.

            Such Mortgage Loan Schedule shall also set forth the aggregate of
the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth
all of the information required.

            "Mortgage Loan Seller": Each of (i) __________, a __________
corporation, and (ii) _____________________, a __________corporation, or their
respective successors in interest.

            "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto.

            "Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Maturity Date, the annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law[, exclusive of the
Excess Rate]; (ii) any Mortgage Loan after its Maturity Date, the annualized
rate described in clause (i) above determined without regard to the passage of
such Maturity Date[; provided, however, that if any Mortgage Loan does not
accrue interest on the basis of a 360 day year consisting of twelve 30 day
months, then, solely for purposes of calculating Pass-Through Rates, the
Mortgage Rate of such Mortgage Loan for any one-month period preceding a related
Due Date will be the annualized rate at which interest would have to accrue in
respect of such Mortgage Loan on the basis of a 360-day year consisting of
twelve 30-day months in order to produce the aggregate amount of interest
actually accrued (exclusive of Default Interest [or Excess Interest]) in respect
of such Mortgage Loan during such one-month period at the related Mortgage
Rate[; provided, however, that with respect to each Interest Reserve Loan, the
Mortgage Rate for the one month period (A) preceding the Due Dates that occur in
January and February in any year which is not a leap year or preceding the Due
Date that occurs in February in any year which is a leap year, and (B) preceding
the Due Date in March, will be the per annum rate stated in the related Mortgage
Note] and (iii) any REO Loan, the annualized rate described in clause (i) or
(ii), as applicable, above determined as if the predecessor Mortgage Loan had
remained outstanding.

            "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.

            "Net Investment Earnings": With respect to either the Certificate
Account, the Distribution Accounts or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount, if
any, by which the aggregate of all interest and other income realized during
such period on funds relating to the Trust Fund held in such account, exceeds
the aggregate of all losses, if any, incurred during such period in connection
with the investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to either the Certificate
Account, the Distribution Accounts or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount by
which the aggregate of all losses, if any, incurred during such period in
connection with the investment of funds relating to the Trust Fund held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such period on such funds.

            "Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan,
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the sum of (x) the Servicing Fee Rate and (y) the
Trustee Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, the total operating revenues derived from such
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period and capital
expenditure reserves, other than (i) non-cash items such as depreciation, (ii)
amortization, (iii) actual capital expenditures and (iv) debt service on the
related Mortgage Loan.

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

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

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
judgment of the Servicer, the Trustee or the Fiscal Agent, as applicable, will
not be ultimately recoverable, together with any accrued and unpaid interest
thereon, from Late Collections or any other recovery on or in respect of such
Mortgage Loan or REO Loan. The determination by the Servicer, the Trustee or the
Fiscal Agent, as applicable, that it has made a Nonrecoverable P&I Advance or
that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Paying Agent and the Depositor, in the case of the Servicer or the
Fiscal Agent, and to the Depositor and the Paying Agent, in the case of the
Trustee. The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Servicer, the Trustee or Fiscal
Agent, as applicable, forming the basis of such determination (which shall
include but shall not be limited to information, to the extent available, such
as related income and expense statements, rent rolls, occupancy status, property
inspections, and shall include an Appraisal of the related Mortgage Loan or
Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee shall be entitled to conclusively
rely on the Servicer's determination that a P&I Advance is nonrecoverable and
the Fiscal Agent shall be entitled to conclusively rely on the Servicer's and/or
Trustee's determination that a P&I Advance is nonrecoverable.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the judgment of the Servicer, the Trustee or the Fiscal Agent, as the case
may be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Property. The determination by the Servicer, the
Trustee or the Fiscal Agent, as the case may be, that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced by
an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor, in the case of the Servicer and the Fiscal Agent, and to the
Depositor and the Paying Agent, in the case of the Trustee. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Servicer, the Trustee or the Fiscal Agent, as applicable,
forming the basis of such determination (which shall include but shall not be
limited to information, to the extent available, such as related income and
expense statements, rent rolls, occupancy status and property inspections, and
shall include an Appraisal of the related Mortgage Loan or Mortgaged Property,
the cost of which Appraisal shall be advanced by the Servicer as a Servicing
Advance). The Trustee will be entitled to conclusively rely on the Servicer's
determination that a Servicing Advance is nonrecoverable and the Fiscal Agent
shall be entitled to conclusively rely on the Servicer's and/or the Trustee's
determination that a Servicing Advance is nonrecoverable.

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class [F], Class [G], Class [H], Class [R] or Class [LR]
Certificate.

            "Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 or (ii) the
Transferee delivers to both the Transferor and the Certificate Registrar an
opinion of a nationally recognized tax counsel to the effect that such Transfer
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Residual Certificate will
not be disregarded for federal income tax purposes.

            "Notional Amount": The Class [LWAC] Notional Amount, the A-1
Component Notional Amount or the WAC Component Notional Amount, as the case may
be.

            "Offered Certificates": The Class [A], Class [B], Class [C], Class
[D], Class [E], Class [F], Class [G], Class [H] and Class [X] Certificates.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee or the Fiscal Agent, as the case may be.

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of the Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, or (c)
the resignation of the Servicer, the Special Servicer or the Depositor pursuant
to Section 6.04, must be an opinion of counsel who is in fact Independent of the
Depositor, the Servicer or the Special Servicer, as applicable.

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class [X] Certificates), the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

            "Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest (other than the Class [LWAC] Uncertificated
Interest), the initial principal amount thereof as of the Closing Date, in each
case as specified in the Preliminary Statement.

            "Original Notional Amount": With respect to the LWAC Uncertificated
Interest, the A-1 Component or the WAC Component, the respective initial
aggregate Notional Amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement.

            "Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Mortgage Loan.

            "OTS": The Office of Thrift Supervision or any successor thereto.

            "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.

            "Pass-Through Rate": Any of the Class [A-1] Pass-Through Rate, the
Class [A-2] Pass-Through Rate, the Class [B] Pass-Through Rate, the Class [C]
Pass-Through Rate, the Class [D] Pass-Through Rate, the Class [E] Pass-Through
Rate, the Class [F] Pass-Through Rate, the Class [G] Pass-Through Rate, the
Class [H] Pass-Through Rate, the [A-1] Component Pass-Through Rate and the WAC
Component Pass-Through Rate.

            "Paying Agent": Any agent of the Servicer appointed to act as Paying
Agent pursuant to Section 5.06.

            "Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan), any amounts actually collected thereon from the Mortgagor that
represent late payment charges or Default Interest, other than a Prepayment
Premium, Yield Maintenance Charge [or Excess Interest].

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest is equal to the Denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of
Certificates as of the Closing Date. With respect to a Residual Certificate, the
percentage interest is set forth on the face thereof.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Servicer, the Special Servicer, the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition:

            (i) direct obligations of, and obligations fully guaranteed as to
      timely payment of principal and interest by, the United States of America,
      FNMA, FHLMC or any agency or instrumentality of the United States of
      America, the obligations of which are backed by the full faith and credit
      of the United States of America; provided, that any obligation of, or
      guarantee by, FNMA or FHLMC, other than an unsecured senior debt
      obligation of FNMA or FHLMC, shall be a Permitted Investment only if such
      investment would not result in the downgrading, withdrawal or
      qualification of the then-current rating assigned by each Rating Agency to
      any Certificate as evidenced in writing;

            (ii) demand and time deposits, certificates of deposit, or bankers'
      acceptances that mature in 1 year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      incorporated or organized under the laws of the United States of America
      or any State thereof and subject to supervision and examination by federal
      or state banking authorities, so long as the commercial paper or other
      short-term debt obligations of such depository institution or trust
      company are rated at least "A-1+" by ___ and "D-1+" by ___ or would not
      result in the downgrading, withdrawal or qualification of the then-current
      rating assigned by each Rating Agency to any Certificate or the long-term
      debt obligations of such depository institution or trust company have the
      Certificate Rating;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of 1 year or less and where such repurchase obligation has been
      entered into with a depository institution or trust company (acting as
      principal) described in clause (ii) above;

            (iv) debt obligations bearing interest or sold at a discount issued
      by any corporation incorporated under the laws of the United States of
      America or any state thereof, which securities have ratings from ___ and
      ___ at least equal to the highest long-term credit ratings assigned by ___
      and ___, unless otherwise specified in writing by each of the Rating
      Agencies; provided, however, that securities issued by any particular
      corporation will not be Permitted Investments to the extent that
      investment therein will cause the then-outstanding principal amount of
      securities issued by such corporation and held in the accounts established
      hereunder to exceed 10% of the sum of the aggregate principal balance and
      the aggregate principal amount of all Permitted Investments in such
      accounts;

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations) payable on demand or on a
      specified date maturing in 1 year or less after the date of issuance
      thereof and which is rated at least "A-1+" by ___ and "D-1+" by ___;

            (vi) units of investment funds that maintain a constant net asset
      value, including money market funds, rated "AAAm" by ___ and in the
      highest category by ___;

            (vii) certificates or receipts representing ownership interests in
      future interest or principal payments on obligations described in clause
      (i) above and the Rating Agencies have confirmed in writing that such
      investments will not lead to the downgrading, withdrawal or qualification
      of any rating then assigned by the Rating Agencies to any Certificate; and

            (viii) any other demand, money market or time deposit, obligation,
      security or investment, (a) with respect to which each Rating Agency shall
      have confirmed in writing that such investment will not result in a
      downgrade, qualification or withdrawal of the then-current rating of the
      Certificates that are currently being rated by such Rating Agency and (b)
      which qualifies as a "cash flow investment" pursuant to Section 860G(a)(6)
      of the Code;

provided, however, that in each case, if the investment is rated by ___, (a) it
shall not have an "r" highlighter affixed to its rating from ___, (b) it shall
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change and (c) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and
provided, further, however, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such
underlying obligations or (b) if such instrument may be redeemed at a price
below the purchase price; and provided, further, however, that no amount
beneficially owned by either the Upper-Tier REMIC or the Lower-Tier REMIC (even
if not yet deposited in the Trust) may be invested in investments (other than
money market funds) treated as equity interests for federal income tax purposes,
unless the Servicer receives an Opinion of Counsel, at its own expense, to the
effect that such investment will not adversely affect the status of either the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC under the Code or result in
imposition of a tax on such Upper-Tier REMIC or Lower-Tier REMIC. Permitted
Investments that are subject to prepayment or call may not be purchased at a
price in excess of par.

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

            "P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Servicer, the Trustee or the Fiscal Agent, as applicable, pursuant to
Section 4.03 or Section 7.05.

            "P&I Advance Date": The Business Day immediately prior to each
Distribution Date.

            "P&I Advance Determination Date": With respect to any Distribution
Date, the 14th day of the month in which such Distribution Date occurs, or if
such 14th day is not a Business Day, the Business Day immediately succeeding
such date.

            "Placement Agents": Any of (i) ___________ or (ii) ______________.

            "Plan": As defined in Section 5.02(c).

            "Prepayment Assumption": A CPR (as defined in the Prospectus) of 0%
used for determining the accrual of original issue discount, market discount and
premium, if any, on the Certificates for federal income tax purposes.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

            "Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution Amount for such
Distribution Date.

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

            "Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeded (b) the
aggregate amount distributed in respect of principal on the Class [A], the Class
[B], Class [C], Class [D], Class [E], Class [F], Class [G] and Class [H]
Certificates for such preceding Distribution Date pursuant to Section 4.01(a) on
such preceding Distribution Date. The Principal Shortfall for the initial
Distribution Date will be zero.

            "Prospectus": The Prospectus dated ________, 200_, as supplemented
by the Prospectus Supplement dated __________, 200_, relating to the offering of
the Offered Certificates.

            "Purchase Price": With respect to any Mortgage Loan to be purchased
by a Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan
Purchase Agreement, by the Servicer or the Special Servicer pursuant to Section
3.18(b), or by the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates pursuant to
Section 9.01 or to be otherwise sold pursuant to Section 3.18(c), a price equal
to:

            (ix) the outstanding principal balance of such Mortgage Loan as of
      the date of purchase; plus

            (x)all accrued and unpaid interest on such Mortgage Loan at the
      related Mortgage Rate in effect from time to time to but not including the
      Due Date in the Due Period of purchase; plus

            (xi) all related unreimbursed Servicing Advances and accrued and
      unpaid interest on related Advances at the Reimbursement Rate, and unpaid
      Special Servicing Fees allocable to such Mortgage Loan; plus

            (xii) if such Mortgage Loan is being purchased by a Mortgage Loan
      Seller pursuant to Section 3 of the related Mortgage Loan Purchase
      Agreement, all reasonable out-of-pocket expenses reasonably incurred or to
      be incurred by the Servicer, the Special Servicer, the Depositor and the
      Trustee in respect of the Breach or Defect giving rise to the repurchase
      obligation, including any expenses arising out of the enforcement of the
      repurchase obligation.

With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.

            "Qualified Institutional Buyer": As defined in Section 5.02(b).

            "Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with a
minimum claims paying ability rating of at least "A" by ___ and ___, or, if not
rated by ___, at least "A" or its equivalent by two other nationally recognized
statistical rating agencies and (ii) with respect to the fidelity bond and
errors and omissions Insurance Policy required to be maintained pursuant to
Section 3.07(c), an insurance company that has a claims paying ability rated no
lower than two ratings below the rating assigned to the then highest rated
outstanding Certificate, but in no event lower than "A" by ___ and ___, or, in
the case of clauses (i) and (ii), such other rating as each Rating Agency shall
have confirmed in writing will not cause such Rating Agency to downgrade,
qualify or withdraw the then-current rating assigned to any of the Certificates
that are then currently being rated by such Rating Agency.

            ["Qualified Substitute Mortgage Loan": A mortgage loan which must,
on the date of substitution: (i) have an outstanding Stated 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 Agreement; (viii)
have an Environmental Assessment that indicates no adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the deleted Mortgage Loan and a current Debt Service Coverage Ratio of not
less than the current Debt Service Coverage Ratio of the deleted Mortgage Loan;
(x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date
three years prior to the Rated Final Distribution Date; (xii) not be substituted
for a deleted Mortgage Loan unless the Trustee has received prior confirmation
in writing by each Rating Agency that such substitution will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the applicable Mortgage
Loan Seller); (xiii) have a date of origination that is not more than 12 months
prior to the date of substitution; (xiv) have been approved by the Directing
Certificateholder; provided that the Directing Certificateholder shall cease to
have the right to approve the substitution of a Qualified Substitute Mortgage
Loan for a deleted Mortgage Loan after the aggregate of the outstanding
principal balance of all Qualified Substitute Mortgage Loans which were
previously substituted for a deleted Mortgage Loan exceeds 10% of the aggregate
principal balance of all Mortgage Loans as of the Cut-off Date; and (xv) not be
substituted for a deleted Mortgage Loan if it would result in the termination of
the REMIC status of any of the REMICs established under this Agreement or the
imposition of tax on any of such REMICs other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement, as
determined by an Opinion of Counsel. 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. When a Qualified Substitute Mortgage Loan is substituted
for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that the Mortgage Loan meets all of the requirements of the above definition and
shall send such certification to the Trustee. It is understood and agreed that
the Controlling Class Representative (or, if no Controlling Class Representative
is then serving, the Holders of Certificates representing a majority of the
Voting Rights assigned to the Controlling Class) could find a prospective
Qualified Substitute Mortgage Loan unacceptable for any reason or no reason
whatsoever.]

            "Rated Final Distribution Date": As to each Class of
Certificates,________ __, 20__, the first Distribution Date after the 24th month
following the end of the amortization term for the Mortgage Loan that, as of the
Cut-off Date, has the longest remaining amortization term.

            "Rating Agency": Each of ___ and ___ or their successors in
interest. If neither such rating agency nor any successor remains in existence,
"Rating Agency" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer, and specific ratings of ___ and ___ herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.

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

            "Registrar Office": As defined in Section 5.02(a).

            "Regular Certificate": Any of the Class [A], Class [B], Class [C],
Class [D], Class [E], Class [F], Class [G], Class [H] and Class [X]
Certificates.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" section of The Wall Street
Journal (or, if such section or publication is no longer available, such other
comparable publication as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time, or, if the "Prime Rate" no
longer exists, such other comparable rate (as determined by the Trustee in its
reasonable discretion) as may be in effect from time to time.

            "Related Certificates" and "Related Uncertificated Lower-Tier
Interest": For the following Classes of Uncertificated Lower-Tier Interests, the
related Class of Certificates set forth below and for the following Classes of
Certificates, the related Class of Uncertificated Lower-Tier Interests set forth
below:

                                  Related Uncertificated
        Related Certificate       Lower-Tier Interest
        -------------------       -------------------
        Class [A-1] Certificate   Class [LA-1] Uncertificated Interest
        Class [A-2] Certificate   Class [LA-2] Uncertificated Interest
        Class [B] Certificate     Class [LB] Uncertificated Interest
        Class [C] Certificate     Class [LC] Uncertificated Interest
        Class [D] Certificate     Class [LD] Uncertificated Interest
        Class [E] Certificate     Class [LE] Uncertificated Interest
        Class [F] Certificate     Class [LF] Uncertificated Interest
        Class [G] Certificate     Class [LG] Uncertificated Interest
        Class [H] Certificate     Class [LH] Uncertificated Interest

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "_______,
as Special Servicer, in trust for registered Holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 200_-__, REO
Account." Any such account or accounts shall be an Eligible Account.

            "REO Acquisition": The date of acquisition for federal income tax
purposes of any REO Property pursuant to Section 3.09.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(d).

            "REO Extension": As defined in Section 3.16(a).

            "REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of the Trust
Fund as providing for Assumed Scheduled Payments on each Due Date therefor, and
otherwise as having the same terms and conditions as its predecessor Mortgage
Loan, including, without limitation, with respect to the calculation of the
Mortgage Rate in effect from time to time (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan). Each
REO Loan shall be deemed to have an initial outstanding principal balance and
Stated Principal Balance equal to the outstanding principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All amounts due and owing in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Servicer, the Special Servicer, the Fiscal Agent or the Trustee, as
applicable, in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, including, without limitation, any unpaid Special
Servicing Fees and Servicing Fees and any unreimbursed Advances, together with
any interest accrued and payable to the Servicer, the Fiscal Agent or the
Trustee in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the Servicer,
the Trustee or the Fiscal Agent in respect of an REO Loan. Collections in
respect of each REO Loan (exclusive of amounts to be applied to the payment of,
or to be reimbursed to the Servicer or the Special Servicer for the payment of,
the costs of operating, managing and maintaining the related REO Property) shall
be treated: first, as a recovery of accrued and unpaid interest on such REO Loan
at the related Mortgage Rate in effect from time to time to but not including
the Due Date in the Due Period of receipt [(exclusive of any portion that
constitutes Excess Interest]; second, as a recovery of principal of such REO
Loan to the extent of its entire unpaid principal balance; and third, in
accordance with the Servicing Standards of the Servicer, as a recovery of any
other amounts due and owing in respect of such REO Loan, including, without
limitation, (i) Yield Maintenance Charges, Prepayment Premiums and Penalty
Charges and (ii) [Excess Interest] and other amounts, in that order.

            "REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with the default or
imminent default of a Mortgage Loan.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.

            "Request for Release": A release signed by a Servicing Officer of
the Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.

            "Residual Certificate": Any Class [R] Certificate or Class [LR]
Certificate issued, authenticated and delivered hereunder.

            "Responsible Officer": When used with respect to the initial Trustee
or Fiscal Agent, any Vice President, Assistant Vice President, corporate trust
officer or assistant corporate trust officer in the Asset-Backed Securities
Trust Services Group of _________________ or ________________, as the case may
be, and with respect to any successor Trustee or Fiscal Agent, any officer or
assistant officer in the corporate trust department of the Trustee or Fiscal
Agent, as the case may be, or any other officer of the Trustee or Fiscal Agent
customarily performing functions similar to those performed by any of the above
designated officers to whom a particular matter is referred by the Trustee or
Fiscal Agent because of such officer's knowledge of and familiarity with the
particular subject.

            ["Revised Rate": With respect to those Mortgage Loans on the
Mortgage Loan Schedule indicated as having a revised rate, the increased
interest rate after the Anticipated Prepayment Date (in the absence of a
default) for each applicable Mortgage Loan, as calculated and as set forth in
the related Mortgage Loan.]

            "Scheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the principal portions of (a) all Monthly
Payments (excluding Balloon Payments) due in respect of the Mortgage Loans
during or, if and to the extent not previously received or advanced pursuant to
Section 4.03 in respect of a preceding Distribution Date, prior to the related
Due Period, and all Assumed Scheduled Payments for the related Due Period, in
each case to the extent either (i) paid by the Mortgagor as of the Business Day
preceding the related P&I Advance Date (and not previously distributed to
Certificateholders) or (ii) advanced by the Servicer, the Trustee or the Fiscal
Agent, as applicable, pursuant to Section 4.03 in respect of such Distribution
Date, and (b) all Balloon Payments to the extent received during the related Due
Period, and to the extent not included in clause (a) above.

            "Securities Act": The Securities Act of 1933, as amended.

            "Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.

            "Servicer": __________ (Attention: __________) and its successor in
interest and assigns, or any successor Servicer appointed as herein provided.

            "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Servicer in connection with the
servicing and administering of (a) a Mortgage Loan in respect of which a
default, delinquency or other unanticipated event has occurred or as to which a
default is reasonably foreseeable or (b) an REO Property, including, but not
limited to, the cost of (i) compliance with the Servicer's obligations set forth
in Section 3.03(c), (ii) the preservation, restoration and protection of a
Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or
any Liquidation Proceeds of the nature described in clauses (i) - (iv) of the
definition of "Liquidation Proceeds", (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, and
(v) the operation, leasing, management, maintenance and liquidation of any REO
Property.

            "Servicing Fee": With respect to each Mortgage Loan and REO Loan,
the fee payable to the Servicer pursuant to the first paragraph of Section
3.11(a).

            "Servicing Fee Rate": A rate equal to ___% per annum with respect to
Mortgage Loans sold to the Depositor by _____________________, and ___% per
annum with respect to Mortgage Loans sold to the Depositor by
______________________, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan and for the same period for which
any related interest payment on the related Mortgage Loan is computed.

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

            "Servicing Standards": As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:

            (xiii) a payment default shall have occurred on such Mortgage Loan
      at its original maturity date, or if the maturity date of such Mortgage
      Loan has been extended, a payment default occurs on such Mortgage Loan at
      its extended maturity date or, in the case of a Balloon Payment, such
      payment is more than 60 days delinquent and (i) the borrower has not
      delivered to the Servicer a written refinancing commitment reasonably
      satisfactory in form and substance to the Servicer or (ii) such Balloon
      Payment has not been paid within 60 days of receiving such written
      refinancing commitment; or

            (xiv) any Monthly Payment (other than a Balloon Payment) is 60 days
      or more delinquent; or

            (xv) the date upon which the Servicer determines that a payment
      default has occurred or is imminent and is not likely to be cured by the
      related Mortgagor within 60 days; or

            (xvi) the date upon which a decree or order of a court or agency or
      supervisory authority having jurisdiction in the premises in an
      involuntary case under any present or future federal or state bankruptcy,
      insolvency or similar law or the appointment of a conservator or receiver
      or liquidator in any insolvency, readjustment of debt, marshaling of
      assets and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs being entered against the related Mortgagor;
      provided, that if such decree or order is discharged or stayed within 60
      days of being entered, such Mortgage Loan shall not be a Specially
      Serviced Mortgage Loan (and no Special Servicing Fees, Workout Fees or
      Liquidation Fees will be payable with respect thereto); or

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

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

            (xix) a default of which the Servicer has notice (other than a
      failure by such Mortgagor to pay principal or interest) and which in the
      opinion of the Servicer 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); or

            (xx) the Servicer has received notice of the foreclosure or proposed
      foreclosure of any lien on the related Mortgaged Property.

            "Similar Law":  As defined in Section 5.02 (c).

            "Special Servicer": ___________, a ________, or any successor
special servicer appointed as herein provided.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, ______% per annum computed on the
basis of the Stated Principal Balance of the related Mortgage Loan and for the
same period for which any related interest payment on the related Specially
Serviced Mortgage Loan is computed.

            "Specially Serviced Mortgage Loan": As defined in Section 3.01(a).

            "Startup Day": The day designated as such in Section 10.01(b).

            "Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Due Period minus (z) the sum of:

            (xxi) the principal portion of each Monthly Payment due on such
      Mortgage Loan after the Cut-off Date, to the extent received from the
      Mortgagor or advanced by the Servicer and distributed to
      Certificateholders on or before such date of determination;

            (xxii) all Principal Prepayments received with respect to such
      Mortgage Loan after the Cut-off Date, to the extent distributed to
      Certificateholders on or before such date of determination;

            (xxiii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Mortgage
      Loan after the Cut-off Date, to the extent distributed to
      Certificateholders on or before such date of determination; and

            (xxiv) any reduction in the outstanding principal balance of such
      Mortgage Loan resulting from a Deficient Valuation that occurred prior to
      the end of the Due Period for the most recent Distribution Date.

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:

            (xxv) the principal portion of any P&I Advance made with respect to
      the predecessor Mortgage Loan on or after the date of the related REO
      Acquisition, to the extent distributed to Certificateholders on or before
      such date of determination; and

            (xxvi) the principal portion of all Insurance and Condemnation
      Proceeds, Liquidation Proceeds and REO Revenues received with respect to
      such REO Loan, to the extent distributed to Certificateholders on or
      before such date of determination.

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.

            "Subordinate Certificate": Any Class [B], Class [C], Class [D],
Class [E], Class [F], Class [G] or Class [H] Certificate.

            "Sub-Servicer": Any Person with which the Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement.

            "Sub-Servicing Agreement": The written contract between the Servicer
or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.22.

            ["Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loans as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage or Mortgage Loans.]

            "Tax Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC
due to its classification as a REMIC 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 Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.

            "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

            "Transfer Affidavit": As defined in Section 5.02(d).

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

            "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

            "Transferor Letter": As defined in Section 5.02(d).

            "Trust": The trust created hereby and to be administered hereunder.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans as from time to
time are subject to this Agreement and all payments under and proceeds of such
Mortgage Loans received after the Cut-off Date (other than payments of principal
and interest due and payable on such Mortgage Loans on or before the Cut-off
Date), together with all documents included in the related Mortgage Files; (ii)
such funds or assets as from time to time are deposited in the Certificate
Account, the Distribution Accounts, any Servicing Accounts, and, if established,
the REO Account; (iii) any REO Property; (iv) the rights of the mortgagee under
all Insurance Policies with respect to the Mortgage Loans and (v) the rights of
the Depositor under Sections [2, 3, 9, 11 and 13] of the Mortgage Loan Purchase
Agreements.

            "Trustee": ______________, a national banking association, in its
capacity as trustee and its successors in interest, or any successor trustee
appointed as herein provided.

            "Trustee Exception Report": As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.

            "Trustee Fee Rate": A rate equal to ______% per annum computed on
the basis of the Stated Principal Balance of the related Mortgage Loan.

            "UCC": The Uniform Commercial Code, as enacted in each applicable
state.

            "UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated Lower-Tier Interests": Any of the Class [LA-1],
Class [LA-2], Class [LB], Class [LC], Class [LD], Class [LE], Class [LF], Class
[LG], Class [LH] and Class [LWAC] Uncertificated Interests.

            "Underwritten Debt Service Coverage Ratio": With respect to any
Mortgage Loan, the ratio of (i) Underwritten Net Cash Flow produced by the
related Mortgaged Property to (ii) the aggregate amount of the Monthly Payments
due for the 12-month period immediately following the Cut-off Date (except with
respect to those Mortgage Loans identified on Schedule 4 where Monthly Payments
initially pay interest only, but, for purposes of this definition only, shall be
assumed to include principal (based upon a 25-year amortization schedule) and
interest payments from origination).

            "Underwritten Net Cash Flow": With respect to any Mortgage Loan, the
estimated annual revenue derived from the use and operation of such Mortgaged
Property, less estimated annual expenses, including operating expenses (such as
utilities, administrative expenses, repairs and maintenance, management fees and
advertising), fixed expenses (such as insurance and real estate taxes) and
replacement reserves.

            "Underwriter": Either of (i) __________ or (ii)_____________.

            "Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.

            "Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:

            (a)   all  Principal  Prepayments  received on the Mortgage  Loans
      during the related Due Period; and

            (b) the principal portions of all Liquidation Proceeds, Insurance
      and Condemnation Proceeds and, if applicable, REO Revenues received with
      respect to the Mortgage Loans and any REO Loans during the related Due
      Period, but in each case only to the extent that such principal portion
      represents a recovery of principal for which no advance was previously
      made pursuant to Section 4.03 in respect of a preceding Distribution Date.

            "Upper-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled
"___________________________, as Paying Agent, in trust for the registered
Holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 200_-__, Upper-Tier Distribution Account". Any such account
or accounts shall be an Eligible Account.

            "Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.

            "U.S. Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income is subject to United States federal income tax regardless of
its source.

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class [X]
Certificates, and (ii) in the case of any other Class of Regular Certificates a
percentage equal to the product of 96% and a fraction, the numerator of which is
equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates, each determined as of the Distribution Date immediately
preceding such time. Neither the Class [R] Certificates nor the Class [LR]
Certificates will be entitled to any Voting Rights. For purposes of determining
Voting Rights, the Certificate Balance of any Class shall be deemed to be
reduced by the amount allocated to such Class of any Appraisal Reductions
related to Mortgage Loans as to which Liquidation Proceeds or other final
payment has not yet been received. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.

            "WAC Component": One of the two components comprising the Class [X]
Certificates, representing a "specified portion" (within the meaning of Treasury
Regulations Section 1.860G-(1)(a)(2)(i)(C)) of the interest payments on the
Class [LWAC] Uncertificated Interest.

            "WAC Component Interest Accrual Amount": With respect to each
Distribution Date, 100% of the interest payable on the Class [LWAC]
Uncertificated Interest, equal to the WAC Component Pass-Through Rate multiplied
by the WAC Component Notional Amount.

            "WAC Component Notional Amount": With respect to any Distribution
Date, an amount equal to the Class [LWAC] Notional Amount.

            "WAC Component Pass-Through Rate": A rate equal to the excess, if
any, of (i) the Weighted Average Net Mortgage Rate with respect to such
Distribution Date of the Mortgage Loans over (ii) ____ %.

            "Weighted Average Net Mortgage Rate": The weighted average of the
applicable Net Mortgage Rates of the Mortgage Loans, weighted on the basis of
their respective Stated Principal Balances as of the preceding Distribution Date
(after giving effect to the distribution of principal on such Distribution
Date), or, in the case of the first Distribution Date, the Cut-off Date.

            "Withheld Amounts": As defined in Section 3.25(a).

            "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan.

            "Workout Fee Rate": A fee of ___% of each collection of interest and
principal, including (i) Monthly Payments, (ii) Balloon Payments and (iii)
payments (other than those included in clause (i) or (ii) of this definition) at
maturity, received on each Corrected Mortgage Loan for so long as it remains a
Corrected Mortgage Loan.

            "Yield Maintenance Charge": With respect to any Mortgage Loan, the
yield maintenance charge set forth in the related Mortgage Loan Documents.

            "Yield Rate": With respect to any Mortgage Loan, the yield rate set
forth in the related Mortgage Loan documents.

            Section 1.02      Certain Calculations.

            Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, the following provisions shall apply:

            (i) All calculations of interest provided for herein shall be made
      on the basis of a 360-day year consisting of twelve 30-day months.

            (ii) Any Mortgage Loan payment is deemed to be received on the date
      such payment is actually received by the Servicer, the Special Servicer or
      the Trustee; provided, however, that for purposes of calculating
      distributions on the Certificates, Principal Prepayments with respect to
      any Mortgage Loan are deemed to be received on the date they are applied
      in accordance with the Servicing Standards consistent with the terms of
      the related Mortgage Note and Mortgage to reduce the outstanding principal
      balance of such Mortgage Loan on which interest accrues.

            (iii) Any reference to the Certificate Balance of any Class of
      Certificates on or as of a Distribution Date shall refer to the
      Certificate Balance of such Class of Certificates on such Distribution
      Date after giving effect to (a) any distributions made on such
      Distribution Date pursuant to Section 4.01(a), (b) any Collateral Support
      Deficit allocated to such Class on such Distribution Date pursuant to
      Section 4.04 and (c) the addition of any Certificate Deferred Interest
      allocated to such Class and added to such Certificate Balance pursuant to
      Section 4.06(b).

            (iv) [For purposes of calculations required herein, Excess Interest
      shall not be added to the outstanding principal balance of the Mortgage
      Loans notwithstanding that the related Loan Documents may provide
      otherwise.]

                              [End of Article I]




<PAGE>


                                  ARTICLE II

                        CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01      Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer and convey to the Trustee, without
recourse, for the benefit of the Certificateholders and the Trustee (as holder
of the Uncertificated Lower-Tier Interests) all the right, title and interest of
the Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections [2, 3, 9, 11, 13 and 16] of each of the Mortgage
Loan Purchase Agreements and (iii) all other assets included or to be included
in the Trust Fund. Such assignment includes all interest and principal received
or receivable on or with respect to the Mortgage Loans (other than payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date). The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 11.07, is
intended by the parties to constitute a sale. In connection with the assignment
to the Trustee of Sections [2, 3, 9, 11, 13 and 16] of each of the Mortgage Loan
Purchase Agreements, it is intended that the Trustee get the benefit of Sections
[8, 10 and 12] thereof in connection with any exercise of rights under such
assigned Sections, and the Depositor shall use its best efforts to make
available to the Trustee the benefits of Sections [8, 10 and 12] in connection
therewith.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to each
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or a Custodian appointed thereby,
on or before the Closing Date, the Mortgage File for each Mortgage Loan so
assigned, with copies to the Servicer. If a Mortgage Loan Seller cannot deliver,
or cause to be delivered as to any Mortgage Loan, the original Mortgage Note,
such Mortgage Loan Seller shall deliver a copy or duplicate original of such
Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed and indemnifying the Trustee. If a Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of
the documents and/or instruments referred to in clauses (ii), (iv), (vii),
(viii), (xi) and (xii) of the definition of "Mortgage File," with evidence of
recording thereon, solely because of a delay caused by the public recording
office where such document or instrument has been delivered for recordation, the
delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as
of the Closing Date as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided, that a photocopy of such non-delivered document or
instrument (certified by such Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted for recording) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder's office, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of
"Mortgage File," to be a true and complete copy of the original thereof
submitted for recording), with evidence of recording thereon, is delivered to
the Trustee or such Custodian within 180 days of the Closing Date (or within
such longer period after the Closing Date as the Trustee may consent to, which
consent shall not be unreasonably withheld so long as such Mortgage Loan Seller
is, as certified in writing to the Trustee no less often than every 90 days, in
good faith attempting to obtain from the appropriate county recorder's office
such original or photocopy). If a Mortgage Loan Seller cannot deliver, or cause
to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vi), (vii), (viii), (xi) and
(xii) of the definition of "Mortgage File," with evidence of recording thereon,
for any other reason, including, without limitation, that such non-delivered
document or instrument has been lost, the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided, that a photocopy of such non-delivered document or
instrument (with evidence of recording thereon and certified in the case of the
documents and/or instruments referred to in clause (ii) of the definition of
"Mortgage File" by the appropriate county recorder's office to be a true and
complete copy of the original thereof submitted for recording) is delivered to
the Trustee or a Custodian appointed thereby on or before the Closing Date.
Neither the Trustee nor any Custodian shall in any way be liable for any failure
by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the Mortgage Loan Purchase Agreements and this Section 2.01(b).
If, on the Closing Date as to any Mortgage, Loan, the applicable Mortgage Loan
Seller cannot deliver in complete and recordable form any one of the assignments
in favor of the Trustee referred to in clauses (iii), (v), (vii) or (xi) of the
definition of "Mortgage File" solely because of the unavailability of recording
information as to any existing document or instrument, such Mortgage Loan Seller
may provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan
substantially in the form of Exhibit I; provided that all required original
assignments with respect to such Mortgage Loan, in fully complete and recordable
form, are delivered to the Trustee or its Custodian within 180 days of the
Closing Date (or within such longer period as the Trustee in its discretion may
permit). Notwithstanding anything herein to the contrary, with respect to the
documents referred to in clause (xvi) of the definition of Mortgage File, the
Servicer shall be permitted to hold the original of such document in trust on
behalf of the Trustee in order to draw on such letter of credit and the
applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) by delivering with respect to such document a copy thereof to the
Trustee together with an Officer's Certificate of the Mortgage Loan Seller
certifying that such document has been delivered to the Servicer. The applicable
Mortgage Loan Seller shall pay any costs of assignment of such letter of credit
required in order for the Servicer to draw on such letter of credit.

            (c) Except under the circumstances provided for in the last sentence
of this subsection (c), the applicable Mortgage Loan Seller, or the Trustee, at
the related Mortgage Loan Seller's expense, shall, as to each Mortgage Loan,
promptly (and in any event within 75 days of the later of the Closing Date and
the Trustee's actual receipt of the related documents) cause to be submitted for
recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, as appropriate, each
assignment to the Trustee referred to in clauses (ii), (iii), (iv), (v), (vii)
and (xii) of the definition of "Mortgage File" and each UCC-1, UCC-2 and UCC-3
to the Trustee referred to in clause (xi) of the definition of "Mortgage File."
Each such assignment shall reflect that it should be returned by the public
recording office to the Trustee or its designee following recording, and each
such UCC-1, UCC-2 and UCC-3 shall reflect that the file copy thereof should be
returned to the Trustee or its designee following filing. If any such document
or instrument is determined to be incomplete or not to meet the filing
requirements of the jurisdiction in which it is recorded or filed, or is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Trustee shall prepare or cause to be prepared at the expense of the related
Mortgage Loan Seller a substitute therefor or cure such defect, as the case may
be, and thereafter the Trustee shall upon receipt thereof cause the same to be
duly recorded or filed, as appropriate. Notwithstanding the foregoing, there
shall be no requirement to record any assignment to the Trustee referred to in
clause (iii) or (v) of the definition of "Mortgage File," or to file any UCC-1,
UCC-2 or UCC-3 to the Trustee referred to in clause (xi) of the definition of
"Mortgage File," in those jurisdictions where, in the written opinion of local
counsel (which opinion shall not be an expense of the Trust Fund) acceptable to
the Depositor and the Trustee, such recordation and/or filing is not required to
protect the Trustee's interest in the related Mortgage Loans against sale,
further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the Servicer, the Special Servicer, any Sub-Servicer or the Depositor.

            (d) All documents and records in the Depositor's or any Mortgage
Loan Seller's possession relating to the Mortgage Loans (including financial
statements, operating statements and any other information provided by the
respective Mortgagor from time to time) that are not required to be a part of a
Mortgage File in accordance with the definition thereof together with copies of
all documents in each Mortgage File shall be delivered to the Servicer on or
before the Closing Date and shall be held by the Servicer on behalf of the
Trustee in trust for the benefit of the Certificateholders (and as holder of the
Uncertificated Lower-Tier Interests).

            (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Servicer, on or before
the Closing Date, a fully executed original counterpart of each Mortgage Loan
Purchase Agreement, as in full force and effect, without amendment or
modification, on the Closing Date.

            (f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each Mortgage Loan Seller shall cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of such Mortgage Loan Seller or any other name to be transferred to the
Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.

            Section 2.02      Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01 and the further review provided for in this Section
2.02 and to any exceptions noted on the Trustee Exception Report, of the
documents specified in clauses (i)-(v), (viii), (ix) and (xiii) of the
definition of "Mortgage File" with respect to each Mortgage Loan, of a fully
executed original counterpart of each Mortgage Loan Purchase Agreement and of
all other assets included in the Trust Fund, in good faith and without notice of
any adverse claim, and declares that it or a Custodian on its behalf holds and
will hold such documents and the other documents delivered or caused to be
delivered by the Mortgage Loan Seller constituting the Mortgage Files, and that
it holds and will hold such other assets included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.

            (b) Within 60 days of the Closing Date, the Trustee or a Custodian
on its behalf shall review each of the Mortgage Loan documents delivered or
caused to be delivered by the Mortgage Loan Seller constituting the Mortgage
Files; and, promptly following such review (but in no event later than 90 days
after the Closing Date), the Trustee shall certify in writing to each of the
Rating Agencies, the Depositor, the Servicer, the Special Servicer, the
Directing Certificateholder (provided it shall have identified itself, and
furnished to the Trustee a notice address for the delivery of such certificate)
and each Mortgage Loan Seller that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in any exception report annexed thereto as
not being covered by such certification), (i) all documents specified in clauses
(i) - (v), (viii), (ix), (xi), (xii), (xiii) and (xvi) of the definition of
"Mortgage File" are in its possession, (ii) all documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files have
been reviewed by it or by a Custodian on its behalf and appear regular on their
face and relate to such Mortgage Loan, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (i), (ii), (iii)
(other than zip code), (iv), (vi), (viii)(a) and (viii)(c) of the definition of
"Mortgage Loan Schedule" is correct. With respect to each Mortgage Loan listed
on an exception report, the Trustee shall specifically identify such Mortgage
Loan together with the nature of such exception (in the form reasonably
acceptable to the Trustee and the Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were
delivered by the Mortgage Loan Seller but are out for recording and have not
been returned by the recorder's office).

            (c) The Trustee or a Custodian on its behalf shall review each of
the Mortgage Loan documents received thereby subsequent to the Closing Date;
and, on or about the first anniversary of the Closing Date, the Trustee shall
certify in writing to each of the Depositor, the Servicer, the Special Servicer
and each Mortgage Loan Seller that, as to each Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation
Event has occurred or any Mortgage Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) - (v), (viii), (ix), (xi), (xii), (xiii) and
(xvi) of the definition of "Mortgage File" are in its possession, (ii) it or a
Custodian on its behalf has received either a recorded original of each of the
assignments specified in clause (iii) and, insofar as an unrecorded original
thereof had been delivered or caused to be delivered by the related Mortgage
Loan Seller, pursuant to clause (v) of the definition of "Mortgage File" or a
copy of such recorded original certified by the applicable public recording
office to be true and complete, (iii) all Mortgage Loan documents received by it
or any Custodian have been reviewed by it or by such Custodian on its behalf and
appear regular on their face and relate to such Mortgage Loan and (iv) based on
the examinations referred to in subsection (b) above and this subsection (c) and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (i), (ii), (iii)
(other than zip code), (iv), (vi), (viii) (a) and (viii) (c) of the definition
of "Mortgage Loan Schedule" is correct.

            (d) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (iv) - (viii), (x), (xiii), (xiv) and (xv) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, the Mortgage Loan Sellers or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, sufficient to perfect and maintain the perfection of a
security interest or appropriate for the represented purpose or that they are
other than what they purport to be on their face and, with respect to the
documents specified in clause (ix), whether the insurance is effective as of the
date of the recordation, whether all endorsements or riders issued are included
in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan
funding.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File not to have been properly executed or,
subject to Section 2.01(b), not to have been delivered, to contain information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or to be defective on its face (each, a
"Defect" in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the Servicer, the Special Servicer and the applicable Mortgage Loan
Seller (and in no event later than 90 days after the Closing Date and every 90
days thereafter until November 1, 200_, and annually thereafter), by providing a
written report (the "Trustee Exception Report") setting forth for each affected
Mortgage Loan, with particularity, the nature of such Defect.

            Section 2.03      Representations, Warranties and Covenants of the
                              Depositor; Mortgage Loan Sellers' Repurchase or
                              Substitution of Mortgage Loans for Defects in
                              Mortgage Files and Breaches of Representations and
                              Warranties.

            (a)   The Depositor hereby represents and warrants that:

            (i) the Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate 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 the Mortgage Loans in
      accordance with this Agreement;

            (ii) 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 against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, 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 would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Mortgage Loans or the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; and

            (v) The Depositor is the lawful owner of the Mortgage Loans with the
      full right to transfer the Mortgage Loans to the Trust and the Mortgage
      Loans have been validly transferred to the Trust.

            (b) If any Certificateholder, the Servicer, the Special Servicer or
the Trustee discovers or receives notice of a Defect in any Mortgage File or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by a Mortgage Loan Seller pursuant to, the
related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach,
as the case may be, materially and adversely affects the value of any Mortgage
Loan or the interests of the Certificateholders therein, such Certificateholder,
the Servicer, the Special Servicer or the Trustee, as applicable, shall give
prompt written notice of such Defect or Breach, as the case may be, to the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
and the related Mortgage Loan Seller and shall request that such Mortgage Loan
Seller, not later than the earlier of 90 days from such Mortgage Loan Seller's
receipt of such notice or such Mortgage Loan Seller's discovery of such Breach,
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Purchase Price or
in conformity with the related Mortgage Loan Purchase Agreement or [(iii)
substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
(provided that in no event shall any such substitution occur later than the
second anniversary of the Closing Date) and pay the Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that if such Breach and Defect is capable of being
cured but not within such 90-day period, and the Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Breach or Defect
within such 90-day period, the Mortgage Loan Seller shall have an additional 90
days to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or substitute a Qualified Substitute Mortgage Loan) and provided,
further, that with respect to such additional 90-day period the Mortgage Loan
Seller shall have delivered an Officer's Certificate to the Rating Agencies and
the Trustee setting forth the reason such Breach or Defect is not capable of
being cured within the initial 90-day period and what actions the Mortgage Loan
Seller is pursuing in connection with the cure thereof and stating that the
Mortgage Loan Seller anticipates that such Breach or Defect will be cured within
the additional 90-day period]. Any Defect or Breach which causes any Mortgage
Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3)
of the Code, without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) which causes a defective Mortgage Loan to be treated as a
qualified mortgage) shall be deemed to materially and adversely affect the
interest of Certificateholders therein and such Mortgage Loan shall be
repurchased without regard to the extended cure period described in the
preceding sentence. If the affected Mortgage Loan is to be repurchased, the
Trustee shall designate the Certificate Account as the account into which funds
in the amount of the Purchase Price are to be deposited by wire transfer in the
Certificate Account.

            (c) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery
to each of the Trustee, the Servicer and the Special Servicer of a trust receipt
executed by such Mortgage Loan Seller, all portions of the Mortgage File and
other documents pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned, as the case may be, to
such Mortgage Loan Seller in the same manner as provided in Section 3 of the
related Mortgage Loan Purchase Agreement.

            (d) Section 3 of each Mortgage Loan Purchase Agreement provides the
sole remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Defect in a Mortgage File or any Breach of
any representation or warranty set forth in or required to be made pursuant to
Section 2 of such Mortgage Loan Purchase Agreement.

            (e) The Trustee and the Special Servicer (in the case of Specially
Serviced Mortgage Loans) shall, for the benefit of the Certificateholders and
the Trustee (as holder of the Uncertificated Lower-Tier Interests), enforce the
obligations of each Mortgage Loan Seller under Section 3 of the Mortgage Loan
Purchase Agreements. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in such form, to such extent and at
such time as the Trustee or the Special Servicer, as the case may be, would
require were it, in its individual capacity, the owner of the affected Mortgage
Loan(s). The Trustee and the Special Servicer, as the case may be, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery of costs, expenses or attorneys' fees against the applicable Mortgage
Loan Seller; second, pursuant to Section 3.05(a)(vii) out of the related
Purchase Price, to the extent that such expenses are a specific component
thereof; and third, if at the conclusion of such enforcement action it is
determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(viii) out of general collections
on the Mortgage Loans on deposit in the Certificate Account.

            Section 2.04      Execution of Certificates.

            The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
each Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor, the Trustee (i) acknowledges the issuance of
the Uncertificated Lower-Tier Interests to the Depositor and (ii) acknowledges
the authentication and delivery of the Class [LR] Certificates to or upon the
order of the Depositor, in exchange for the Mortgage Loans [(other than Excess
Interest)], receipt of which is hereby acknowledged, and immediately thereafter,
the Trustee acknowledges that it has executed and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates
and the Class [R] Certificates, and the Depositor hereby acknowledges the
receipt by it or its designees, of such Certificates in authorized Denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC.

                             [End of Article II]




<PAGE>




                                 ARTICLE III

                              ADMINISTRATION AND
                         SERVICING OF THE TRUST FUND

            Section 3.01      Servicer to Act as Servicer; Special Servicer to
                              Act as Special Servicer; Administration of the
                              Mortgage Loans.

            (a) Each of the Servicer and the Special Servicer shall diligently
service and administer the Mortgage Loans it is obligated to service pursuant to
this Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) determined by the Servicer or the Special
Servicer, as the case may be, in its good faith and reasonable judgment) in
accordance with applicable law, the terms of this Agreement and the terms of the
respective Mortgage Loans and, to the extent consistent with the foregoing, in
accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with
which the Servicer or Special Servicer, as the case may be, services and
administers similar mortgage loans for other third-party portfolios, giving due
consideration to the customary and usual standards of practice of prudent
institutional commercial and multifamily mortgage lenders servicing their own
mortgage loans and (2) the same care, skill, prudence and diligence with which
the Servicer or the Special Servicer, as the case may be, services and
administers similar mortgage loans owned by the Servicer or the Special
Servicer, as the case may be, if applicable, in either case exercising
reasonable business judgment and acting in accordance with applicable law, the
terms of this Agreement, the respective Mortgage Loans or Specially Serviced
Mortgage Loans, as applicable, and with a view to the maximization of timely
recovery of principal and interest on a net present value basis on the Mortgage
Loans or Specially Serviced Mortgage Loans, as applicable, and the best
interests of the Trust and the Certificateholders, as determined by the Servicer
or the Special Servicer, as the case may be, in its reasonable judgment, but
without regard to: (i) any relationship that the Servicer, the Special Servicer
or any Affiliate thereof may have with any Mortgagor, any Mortgage Loan Seller,
or any other party to this Agreement; (ii) the ownership of any Certificate by
the Servicer, the Special Servicer or any Affiliate thereof; (iii) the
Servicer's or Special Servicer's, as applicable, obligation to make Advances;
(iv) the Servicer's or Special Servicer's, as the case may be, right to receive
compensation for its services and reimbursement for its costs hereunder or with
respect to any particular transaction and (v) the ownership, servicing or
management for others of any other mortgage loans or mortgaged properties (the
foregoing, collectively referred to as the "Servicing Standards"). Without
limiting the foregoing, subject to Section 3.21, the Special Servicer shall be
obligated to service and administer (i) any Mortgage Loans as to which a
Servicing Transfer Event has occurred and is continuing (the "Specially Serviced
Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall
continue to receive payments and make all calculations, and prepare, or cause to
be prepared, all reports to the Certificateholders, required hereunder with
respect to the Specially Serviced Mortgage Loans, except for the reports
specified herein as prepared by the Special Servicer, as if no Servicing
Transfer Event had occurred and with respect to the REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred, and to render such
incidental services with respect to such Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for herein; provided, further,
however, that the Servicer shall not be liable for failure to comply with such
duties insofar as such failure results from a failure of the Special Servicer to
provide sufficient information to the Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations
hereunder. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan
shall continue as such until satisfaction of the conditions specified in Section
3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer
shall be obligated to service and administer all Mortgage Loans which are not
Specially Serviced Mortgage Loans; provided, that the Special Servicer shall
make the inspections, use its reasonable best efforts to collect the statements
and shall prepare the reports in respect of the related Mortgaged Properties
with respect to Specially Serviced Mortgage Loans in accordance with Section
3.12.

            (b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and applicable law, the Servicer
and the Special Servicer each shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Servicer and the Special Servicer,
in its own name, is hereby authorized and empowered by the Trustee and obligated
to execute and deliver, on behalf of the Certificateholders and the Trustee or
any of them, with respect to each Mortgage Loan it is obligated to service under
this Agreement (i) any and all financing statements, continuation statements and
other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the
related Mortgaged Property and related collateral; (ii) subject to Section 3.20,
any and all modifications, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall furnish, or cause to be furnished, to the Servicer or the Special
Servicer any powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Servicer or the Special Servicer.

            (c) To the extent the Servicer is permitted pursuant to the terms of
the related Mortgage Loan documents to exercise its discretion with respect to
any action which requires a confirmation of the Rating Agencies that such action
will not result in the downgrade, withdrawal or qualification of the ratings of
any Class of Certificates, the Servicer shall require the costs of such written
confirmation to be borne by the related Mortgagor. To the extent the terms of
the related Mortgage Loan documents require the Mortgagor to bear the costs of
any confirmation of the Rating Agencies that an action will not result in the
downgrade, withdrawal or qualification of the ratings of any Class of
Certificates, the Servicer shall not waive the requirement that such costs and
expenses be borne by the related Mortgagor.

            (d) The relationship of each of the Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.

            (e) The Servicer (or the Special Servicer with respect to Escrow
Payments held by the Special Servicer, if any) shall, to the extent permitted by
the related Mortgage Loan documents and consistent with the Servicing Standards,
permit Escrow Payments to be invested only in Permitted Investments.

            Section 3.02      Collection of Mortgage Loan Payments.

            (a) Each of the Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standards)[, provided, that with
respect to the Mortgage Loans that have Anticipated Prepayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Servicer and Special Servicer (including the
Special Servicer and in its capacity as a Certificateholder), shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Excess Interest, other than requests for collection, until the
maturity date of the related Mortgage Loan or the outstanding principal balance
of such Mortgage Loan has been paid in full; provided, that the Servicer or
Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Loan Documents.] Consistent with the foregoing, the Servicer or the
Special Servicer each may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan it is obligated to
service hereunder.

            (b) All amounts collected on any Mortgage Loan in the form of
payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation
Proceeds with respect to any Mortgage Loan shall be applied to amounts due and
owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage and, in the
absence of such express provisions, shall be applied (after reimbursement to the
Servicer, the Trustee and/or the Fiscal Agent for any related Servicing Advances
and interest thereon as provided herein): first, as a recovery of accrued and
unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect
from time to time to but not including the Due Date in the Due Period of
receipt; second, as a recovery of principal of such Mortgage Loan then due and
third, in accordance with the Servicing Standards, as a recovery of any other
amounts due and owing on such Mortgage Loan, including, without limitation,
Prepayment Premiums, Yield Maintenance Charges, Penalty Charges [and Excess
Interest] and fourth, as a recovery of principal of such Mortgage Loan to the
extent of its entire unpaid principal balance. To the extent that such amounts
are paid by a party other than a Mortgagor, such amounts shall be deemed to have
been paid in respect of a purchase of all or part of the Mortgaged Property (in
the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and
then paid by the Mortgagor under the Mortgage Loan in accordance with the
preceding sentence. Amounts collected on any REO Loan shall be deemed to be
applied in accordance with the definition thereof.

            (c) To the extent consistent with the terms of the Mortgage Loans
and applicable law, the Servicer shall apply all Insurance and Condemnation
Proceeds it receives on a day other than the Due Date to amounts due and owing
under the related Mortgage Loan as if such Insurance and Condemnation Proceeds
were received on the Due Date immediately succeeding the month in which such
Insurance and Condemnation Proceeds were received.

            (d) [In the event that the Servicer or Special Servicer receives
Excess Interest in any Due Period, or receives notice from the related Mortgagor
that the Servicer or Special Servicer will be receiving Excess Interest in any
Due Period, the Servicer or Special Servicer, as applicable, will promptly
notify the Paying Agent. Subject to the provisions of Section 3.02(a) hereof,
neither the Servicer nor the Special Servicer shall be responsible for any such
Excess Interest not collected after notice from the related Mortgagor.]

            Section 3.03      Collection  of Taxes,  Assessments  and Similar
                              Items; Servicing Accounts.

            (a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the Mortgage Loan documents. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents
or in Permitted Investments. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of items for which Escrow Payments were collected and
comparable items; (ii) reimburse the Servicer, the Trustee or the Fiscal Agent
for any Servicing Advances; (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest to Mortgagors on balances in the
Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan and as described below or, if not so required, to the Servicer;
(v) withdraw amounts deposited in error or (vi) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law or the terms of the related Mortgage Loan.

            (b) The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof from the REO Account or by the Servicer as Servicing Advances
prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such
purpose Escrow Payments (which shall be so applied by the Servicer at the
written direction of the Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan. The Servicer or, with respect to
any Mortgage Loan that is a Specially Serviced Mortgage Loan, the Special
Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in
accordance with the terms of such Mortgage Loan and the Servicing Standards. To
the extent that a Mortgage Loan does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the Special Servicer, in the case of REO Loans,
and the Servicer, in the case of all other Mortgage Loans, shall use reasonable
efforts consistent with the Servicing Standard to enforce the requirement of the
related Mortgage that the Mortgagor make payments in respect of such items at
the time they first become due and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.

            (c) In accordance with the Servicing Standards and for all Mortgage
Loans, the Servicer shall advance with respect to each related Mortgaged
Property (including any REO Property) all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items that are or may become a lien thereon, (ii) ground rents (if
applicable) and (iii) premiums on Insurance Policies, in each instance if and to
the extent Escrow Payments collected from the related Mortgagor are insufficient
to pay such item when due and the related Mortgagor has failed to pay such item
on a timely basis, and provided, however, that the particular advance would not,
if made, constitute a Nonrecoverable Servicing Advance and provided, further,
however, that with respect to the payment of taxes and assessments, the Servicer
shall not be required to make such advance until the earlier of five Business
Days after the Servicer has received confirmation that such item has not been
paid or the date prior to the date after which any penalty or interest would
accrue in respect of such taxes or assessments. The Special Servicer shall give
the Servicer, the Trustee and the Fiscal Agent not less than five Business Days'
notice before the date on which the Servicer is requested to make any Servicing
Advance with respect to a given Mortgage Loan or REO Property; provided,
however, that only two Business Days' notice shall be required in respect of
Servicing Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Servicing Advances required to make tax or
insurance payments). In addition, the Special Servicer shall provide the
Servicer, the Trustee and the Fiscal Agent with such information in its
possession as the Servicer, the Trustee or the Fiscal Agent, as applicable, may
reasonably request to enable the Servicer, the Trustee or the Fiscal Agent, as
applicable, to determine whether a requested Servicing Advance would constitute
a Nonrecoverable Advance. All such advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The failure by the Servicer to make any required Servicing Advance as and when
due shall constitute an Event of Default under Section 7.01(a)(i) and, to the
extent the Trustee has knowledge that such Servicing Advance is necessary, the
Trustee shall make such Servicing Advance pursuant to Section 7.05. If the
Trustee fails to make such Servicing Advance, to the extent the Fiscal Agent has
knowledge that such Servicing Advance is necessary, the Fiscal Agent shall make
such Servicing Advance pursuant to Section 7.05.

            (d) No more frequently than once per calendar month, the Special
Servicer may require the Servicer, and the Servicer shall be obligated, out of
the Servicer's own funds, to reimburse the Special Servicer for any Servicing
Advances (other than Nonrecoverable Servicing Advances) made by but not
previously reimbursed to the Special Servicer, together with interest thereon at
the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall
be made within ten days of the request therefor by wire transfer of immediately
available funds to an account designated by the Special Servicer. Upon the
Servicer's reimbursement to the Special Servicer of any Servicing Advance and
payment to the Special Servicer of interest thereon, all in accordance with this
Section 3.03(d), the Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Servicer shall be
entitled to reimbursement for such Servicing Advance, together with interest
thereon in accordance with Section 3.03(e) below at the same time, in the same
manner and to the same extent as the Servicer would otherwise have been entitled
if it had actually made such Servicing Advance at the time the Special Servicer
did.

            Notwithstanding anything to the contrary contained in any other
Section of this Agreement, if the Special Servicer is required under this
Agreement (but subject to the following paragraph) to make any Servicing Advance
but does not desire to do so, the Special Servicer may, in its sole discretion,
request that the Servicer make such Servicing Advance. Any such request shall be
made, in writing, in a timely manner that does not adversely affect the
interests of any Certificateholder (and, in any event, to the extent reasonably
practicable, at least five Business Days in advance of the date on which the
subject Servicing Advance is to be made) and shall be accompanied by such
information and documentation regarding the subject Servicing Advance as the
Servicer may reasonably request; provided, however, that the Special Servicer
shall not be entitled to make such a request (other than for emergency advances)
more frequently than once per calendar month (although such request may relate
to more than one Servicing Advance). The Servicer shall have the obligation to
make any such Servicing Advance (other than a Nonrecoverable Servicing Advance)
that it is so requested by the Special Servicer to make, within five Business
Days of the Servicer's receipt of such request. If the request is timely and
properly made, the Special Servicer shall be relieved of any obligations with
respect to a Servicing Advance that it so requests Servicer to make (regardless
of whether or not the Servicer shall make such Servicing Advance). The Servicer
shall be entitled to reimbursement for any Servicing Advance made by it at the
direction of the Special Servicer, together with interest thereon in accordance
with Section 3.03(e) below at the same time, in the same manner and to the same
extent as the Servicer is entitled with respect to any other Servicing Advances
made thereby.

            Notwithstanding the foregoing provisions of this Section 3.03(d),
the Servicer shall not be required to reimburse the Special Servicer for, or to
make at the direction of the Special Servicer, any Servicing Advance if the
Servicer determines in its reasonable, good faith judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact an Nonrecoverable Servicing Advance. The Servicer
shall notify the Special Servicer in writing of such determination and, if
applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the
Special Servicer pursuant to Section 3.03(e) below.

            (e) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a), each of the Servicer, the
Trustee and the Fiscal Agent, as the case may be, shall be entitled to receive,
out of any amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of
reimbursement. The Servicer shall reimburse itself, the Trustee or the Fiscal
Agent, as the case may be, for any outstanding Servicing Advance as soon as
practically possible after funds available for such purpose are deposited in the
Certificate Account.

            (f) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the
Servicer shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within
a reasonable time after the later of the Closing Date and the date as of which
such action or remediations are required to be or to have been taken or
completed. To the extent a Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(e), the Servicer shall, in accordance
with the Servicing Standards, determine whether the related Mortgagor has failed
to perform its obligations under the related Mortgage Loan and report any such
failure to the Special Servicer within a reasonable time after the later of
________, 200_ and the date as of which such actions or remediations are
required to be or to have been taken or completed.

            Section 3.04      The Certificate Account, the Lower-Tier and
                              Upper-Tier Distribution Accounts [and the Excess
                              Interest Distribution Account].

            (a) The Servicer shall establish and maintain, or cause to be
established and maintained, a Certificate Account in which the Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than
the Business Day following receipt of available funds), except as otherwise
specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its designee and other than any amounts received from
Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on the Mortgage Loans;

            (ii) all payments on account of interest (including, without
      limitation, Default Interest) on the Mortgage Loans (net of the Servicing
      Fees), including [Excess Interest,] Penalty Charges, Prepayment Premiums
      and Yield Maintenance Charges;

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Mortgage Loan or REO Property (other
      than Liquidation Proceeds that are received in connection with the
      purchase by the Servicer, the Special Servicer, the Holders of the
      Controlling Class, or the Holders of the Class [LR] Certificates of all
      the Mortgage Loans and any REO Properties in the Trust Fund and that are
      to be deposited in the Lower-Tier Distribution Account pursuant to Section
      9.01);

            (iv) any amounts required to be transferred from the REO Account
      pursuant to Section 3.16(c);

            (v)any amounts required to be deposited by the Servicer pursuant to
      Section 3.06 in connection with losses incurred with respect to Permitted
      Investments of funds held in the Certificate Account; and

            (vi) any amounts required to be deposited by the Servicer or the
      Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard or master single
      interest policy.

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees or amounts collected for Mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension and modification fees actually received
from Mortgagors on Mortgage Loans or Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof.

            Upon receipt of any of the foregoing amounts in clauses (i)-(iii)
above with respect to any Specially Serviced Mortgage Loans, the Special
Servicer shall remit within 1 Business Day such amounts to the Servicer for
deposit into the Certificate Account in accordance with the second preceding
paragraph. Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and
remitted to the Servicer for deposit into the Certificate Account pursuant to
Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier.

            Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Servicer
shall give notice to the Trustee, the Special Servicer and the Depositor of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof.

            (b) The Paying Agent, on behalf of the Trustee for the benefit of
the Certificateholders and the Trustee (as holder of the Uncertificated
Lower-Tier Interests), shall establish and maintain the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the [Excess Interest Distribution
Account] and [the Interest Reserve Account] in trust for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests). The Trustee hereby authorizes the Paying Agent to make deposits in
and withdrawals from the Distribution Accounts in accordance with the terms of
this Agreement. The Servicer shall deliver to the Paying Agent each month on or
before the P&I Advance Date therein, for deposit in the Lower-Tier Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clause (a)(iv), (a)(v), (a)(viii) and (c) and (d) of the definition
thereof) for the related Distribution Date then on deposit in the Certificate
Account.

            The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the [Excess Interest Distribution Account] and the [Interest Reserve
Account] shall be maintained as segregated accounts separate from other
accounts.

            In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the second preceding paragraph, the
Servicer shall, as and when required hereunder, deliver to the Paying Agent for
deposit in the Lower-Tier Distribution Account:

            (i) any amounts required to be deposited by the Servicer pursuant to
      Section 3.06 in connection with losses incurred with respect to Permitted
      Investments of funds held in the Lower-Tier Distribution Account;

            (ii) any P&I Advances required to be made by the Servicer in
      accordance with Section 4.03;

            (iii) any Liquidation Proceeds paid by the Servicer, the Special
      Servicer, the Holders of the Controlling Class, the Holders of the Class
      [LR] Certificates or the Depositor in connection with the purchase of all
      of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to
      Section 9.01 (exclusive of that portion thereof required to be deposited
      in the Certificate Account pursuant to Section 9.01);

            (iv) any Yield Maintenance Charges or Prepayment Premiums; and

            (v) any other amounts required to be so delivered for deposit in the
      Lower-Tier Distribution Account pursuant to any provision of this
      Agreement.

            If, as of 4:00 p.m., New York City time, on any P&I Advance Date or
on such other date as any amount referred to in the foregoing clauses (i)
through (v) are required to be delivered hereunder, the Servicer shall not have
delivered to the Paying Agent for deposit in the Lower-Tier Distribution Account
[and the Excess Interest Distribution Account] the amounts required to be
deposited therein pursuant to the provisions of this Agreement, the Servicer
shall pay the Paying Agent interest on such late payment at the Prime Rate from
the time such payment was required to be made (without regards to any grace
period) until such late payment is received by the Paying Agent.

            The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Paying Agent that are
required by the terms of this Agreement to be deposited therein. In the event
the Trustee receives any amounts required to be remitted to the Paying Agent or
the Lower-Tier Distribution Account pursuant to the terms hereof, the Trustee
shall remit such amounts as soon as possible, but in no event later than 1
Business Day following receipt. The Trustee shall remit to the Paying Agent for
deposit in the Lower-Tier Distribution Account any P&I Advances required to be
made by it or the Fiscal Agent, as the case may be, in accordance with Section
7.05.

            Promptly on each Distribution Date, the Paying Agent shall withdraw
from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and
Yield Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively.

            Pursuant to Section 3.06, the Servicer shall deliver to the Paying
Agent for deposit in the Upper-Tier Distribution Account any amounts required to
be deposited therein in connection with losses incurred with respect to
Permitted Investments of funds held in the Upper-Tier Distribution Account.

            Funds on deposit in the Upper-Tier Distribution Account, the
Lower-Tier Distribution Account and/or the Certificate Account may only be
invested in Permitted Investments in accordance with the provisions of Section
3.06. As of the Closing Date, the Certificate Account shall be located at the
offices of the Servicer. The Servicer shall give notice to the Trustee, the
Paying Agent, the Special Servicer and the Depositor of the location of the
Certificate Account and of any new location of the Certificate Account prior to
any change thereof. As of the Closing Date, [the Excess Interest Distribution
Account,] the [Interest Reserve Account,] the Upper-Tier Distribution Account
and the Lower-Tier Distribution Account shall be located at the offices of the
Paying Agent. The Paying Agent shall give notice to the Trustee, the Servicer
and the Depositor of the location of the Upper-Tier Distribution Account and the
Lower-Tier Distribution Account and of the new location of the Distribution
Accounts prior to any change thereof.

            (c) [Prior to any Collection Period during which Excess Interest is
received, and upon notification from the Servicer or Special Servicer pursuant
to Section 3.02(d), the Paying Agent, on behalf of the Certificateholders, shall
establish and maintain the Excess Interest Distribution Account in the name of
the Paying Agent in trust for the benefit of the Class S Certificateholders. The
Excess Interest Distribution Account shall be established and maintained as an
Eligible Account. Prior to the applicable Distribution Date, the Servicer shall
remit to the Paying Agent for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the applicable
Collection Period.

            Following the distribution of Excess Interest to Class S
Certificateholders on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Paying Agent shall terminate the Excess Interest
Distribution Account.]

            Section 3.05      Permitted  Withdrawals  From  the  Certificate
                              Account and the Distribution Accounts.

            (a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:

            (i) to remit to the Paying Agent for deposit in the Lower-Tier
      Distribution Account [and the Excess Interest Distribution Account] the
      amounts required to be remitted pursuant to the first paragraph of Section
      3.04(b) [and Section 3.04(c)] or that may be applied to make P&I Advances
      pursuant to Section 4.03(a);

            (ii) to pay (A) itself unpaid Servicing Fees and the Special
      Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
      in respect of each Mortgage Loan, Specially Serviced Mortgage Loan and REO
      Loan, as applicable, the Servicer's or Special Servicer's, as applicable,
      rights to payment of Servicing Fees and Special Servicing Fees pursuant to
      this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced
      Mortgage Loan or REO Loan, as applicable, being limited to amounts
      received on or in respect of such Mortgage Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
      such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds
      or Insurance and Condemnation Proceeds) that are allocable as a recovery
      of interest thereon and (B) to pay the Special Servicer any unpaid Special
      Servicing Fees in respect of each Specially Serviced Loan or REO Loan, as
      applicable, remaining unpaid out of general collections on the Mortgage
      Loans and REO Properties;

            (iii) to reimburse itself, the Trustee or the Fiscal Agent, as
      applicable (in reverse of such order with respect to any Mortgage Loan),
      for unreimbursed P&I Advances, the Servicer's, the Trustee's or the Fiscal
      Agent's right to reimburse itself pursuant to this clause (iii) being
      limited to amounts received which represent Late Collections of interest
      (net of the related Servicing Fees) on and principal of the particular
      Mortgage Loans and REO Loans with respect to which such P&I Advances were
      made;

            (iv) to reimburse itself, the Trustee or the Fiscal Agent, as
      applicable (in reverse of such order with respect to any Mortgage Loan or
      REO Property), for unreimbursed Servicing Advances, the Servicer's, the
      Trustee's or the Fiscal Agent's respective rights to receive payment
      pursuant to this clause (iv) with respect to any Mortgage Loan or REO
      Property being limited to, as applicable, related payments, Liquidation
      Proceeds, Insurance and Condemnation Proceeds and REO Revenues;

            (v) to reimburse itself, the Trustee or the Fiscal Agent, as
      applicable (in reverse of such order with respect to any Mortgage Loan or
      REO Property), for Nonrecoverable Advances out of general collections on
      the Mortgage Loans and REO Properties or to pay itself, with respect to
      any Mortgage Loan or REO Property any related earned Servicing Fee that
      remained unpaid in accordance with clause (ii) above following a Final
      Recovery Determination made with respect to such Mortgage Loan or REO
      Property and the deposit into the Certificate Account of all amounts
      received in connection therewith;

            (vi) at such time as it reimburses itself, the Trustee or the Fiscal
      Agent, as applicable (in reverse of such order with respect to any
      Mortgage Loan or REO Property), for (a) any unreimbursed P&I Advance
      pursuant to clause (iii) above, to pay itself, the Trustee or the Fiscal
      Agent, as applicable, any interest accrued and payable thereon in
      accordance with Sections 4.03(d) and 3.11(c), (b) any unreimbursed
      Servicing Advances pursuant to clause (iv) above, to pay itself, the
      Trustee or the Fiscal Agent, as the case may be, any interest accrued and
      payable thereon in accordance with Sections 3.03(e) and 3.11(c) or (c) any
      Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the
      Trustee or the Fiscal Agent, as the case may be, any interest accrued and
      payable thereon;

            (vii) to reimburse itself, the Special Servicer, the Depositor or
      the Trustee, as the case may be, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect giving rise to
      a repurchase obligation of any Mortgage Loan Seller under Section 3 of the
      related Mortgage Loan Purchase Agreement, including, without limitation,
      any expenses arising out of the enforcement of the repurchase obligation,
      each such Person's right to reimbursement pursuant to this clause (vii)
      with respect to any Mortgage Loan being limited to that portion of the
      Purchase Price paid for such Mortgage Loan that represents such expense in
      accordance with clause (iv) of the definition of Purchase Price;

            (viii) in accordance with Section 2.03(e), to reimburse itself or
      the Trustee, as the case may be, out of general collections on the
      Mortgage Loans and REO Properties for any unreimbursed expense reasonably
      incurred by such Person in connection with the enforcement of any Mortgage
      Loan Seller's obligations under Section 3 of the applicable Mortgage Loan
      Purchase Agreement, but only to the extent that such expenses are not
      reimbursable pursuant to clause (vii) above or otherwise;

            (ix) to pay for costs and expenses incurred by the Trust Fund
      pursuant to Section 3.09(c) out of general collections on the Mortgage
      Loans and REO Properties;

            (x) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (a) (A) interest and investment income
      earned in respect of amounts relating to the Trust Fund held in the
      Certificate Account as provided in Section 3.06(b) (but only to the extent
      of the Net Investment Earnings with respect to the Certificate Account for
      any period from any Distribution Date to the immediately succeeding P&I
      Advance Date) and (B) Penalty Charges on Mortgage Loans (other than
      Specially Serviced Mortgage Loans), but only to the extent collected from
      the related Mortgagor and to the extent that all amounts then due and
      payable with respect to the related Mortgage Loan have been paid and are
      not needed to pay interest on Advances or costs and expenses incurred by
      the Trust Fund in accordance with Section 3.11(c); and (b) to pay the
      Special Servicer, as additional servicing compensation in accordance with
      the second paragraph of Section 3.11(b), Penalty Charges on Specially
      Serviced Mortgage Loans (but only to the extent collected from the related
      Mortgagor and to the extent that all amounts then due and payable with
      respect to the related Specially Serviced Mortgage Loan have been paid and
      are not needed to pay interest on Advances or costs and expenses incurred
      by the Trust Fund in accordance with Section 3.11(c));

            (xi) to recoup any amounts deposited in the Certificate Account in
      error;

            (xii) to pay itself, the Special Servicer, the Depositor[, the
      Extension Adviser] or any of their respective directors, officers,
      members, managers, employees and agents, as the case may be, any amounts
      payable to any such Person pursuant to Sections 6.03(a) or 6.03(b);

            (xiii) to pay for (a) the cost of the Opinions of Counsel
      contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a) and 10.01(g)
      to the extent payable out of the Trust Fund, (b) the cost of any Opinion
      of Counsel contemplated by Sections 11.01(a) or 11.01(c) in connection
      with an amendment to this Agreement requested by the Trustee or the
      Servicer, which amendment is in furtherance of the rights and interests of
      Certificateholders and (c) the cost of obtaining the REO Extension
      contemplated by Section 3.16(a);

            (xiv) to pay out of general collections on the Mortgage Loans and
      REO Properties any and all federal, state and local taxes imposed on the
      Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or
      transactions, together with all incidental costs and expenses, to the
      extent that none of the Servicer, the Special Servicer, the Fiscal Agent
      or the Trustee is liable therefor pursuant to Section 10.01(h);

            (xv) to reimburse the Servicer out of general collections on the
      Mortgage Loans and REO Properties for expenses incurred by and
      reimbursable to it by the Trust Fund pursuant to Section 10.01(d);

            (xvi) to pay itself, the Special Servicer, or the Mortgage Loan
      Sellers, as the case may be, with respect to each Mortgage Loan, if any,
      previously purchased by such Person pursuant to this Agreement, all
      amounts received thereon subsequent to the date of purchase relating to
      periods after the date of purchase;

            (xvii) [to remit to the Paying Agent for deposit in the Interest
      Reserve Account the amounts required to be deposited in the Interest
      Reserve Account pursuant to Section 3.25;] and

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

            The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from the Certificate Account.

            The Servicer shall pay to the Special Servicer (or to third-party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Responsible Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or any such third party contractor) is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Loan, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.

            (b) The Paying Agent, on behalf of the Trustee, may, from time to
time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes:

            (i) to make deposits of the Lower-Tier Distribution Amount pursuant
      to Section 4.01(b) and the amount of any Prepayment Premium and Yield
      Maintenance Charges distributable pursuant to Section 4.01(d) in the
      Upper-Tier Distribution Account and to make distributions on the Class
      [LR] Certificates pursuant to Section 4.01(b);

            (ii) to pay the Servicer, as additional servicing compensation in
      accordance with the second paragraph of Section 3.11(a), interest and
      investment income earned in respect of amounts relating to the Trust Fund
      held in the Lower-Tier Distribution Account as provided in Section 3.06(b)
      (but only to the extent of the Net Investment Earnings with respect to the
      Lower-Tier Distribution Account for any period from any Distribution Date
      to the immediately succeeding P&I Advance Date);

            (iii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iv) to pay to the Trustee, the Fiscal Agent or any of their
      directors, officers, employees and agents, as the case may be, any amounts
      payable or reimbursable to any such Person pursuant to Section 8.05(b);

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 11.01(c) in connection with any amendment to this Agreement
      requested by the Trustee; and

            (vi) to clear and terminate the Lower-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            (c) The Paying Agent, on behalf of the Trustee, may make withdrawals
from the Upper-Tier Distribution Account for any of the following purposes:

            (i) to make distributions to Certificateholders (other than Holders
      of the Class [LR] Certificates) on each Distribution Date pursuant to
      Section 4.01 or 9.01, as applicable;

            (ii) to pay the Servicer, as additional servicing compensation in
      accordance with the second paragraph of Section 3.11(a), interest and
      investment income earned in respect of amounts held in the Upper-Tier
      Distribution Account as provided in Section 3.06(b) (but only to the
      extent of the Net Investment Earnings with respect to the Upper-Tier
      Distribution Account for any period from any Distribution Date to the
      immediately succeeding P&I Advance Date); and

            (iii) to clear and terminate the Upper-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            (d) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay all of the amounts
listed in Sections 3.05(a) and (b), then the items (iii) and (iv) of Section
3.05(b) shall be paid in full prior to the payment of any fees or reimbursement
of any expenses of the Servicer payable under Section 3.05(a).

            Section 3.06      Investment of Funds in the Certificate Account,
                              the Interest Reserve Account, the Distribution
                              Accounts and the REO Account.

            (a) The Servicer may direct [(or direct the Paying Agent to direct
in the case of the Interest Reserve Account)] any depository institution
maintaining the Certificate Account, the Upper-Tier Distribution Account, the
Lower-Tier Distribution or the [Interest Reserve Account] (each, for purposes of
this Section 3.06, an "Investment Account") and the Special Servicer may direct
any depository institution maintaining the REO Account (also for purpose of this
Section 3.06, an "Investment Account") to invest, or if it is such depository
institution, may itself invest, the funds held therein only in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. 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). The Servicer (in the case of the Certificate Account) or the Special
Servicer (in the case of the REO Account), on behalf of the Trustee, shall
maintain continuous possession of any Permitted Investment of amounts in the
Certificate Account or REO Account that is either (i) a "certificated security,"
as such term is defined in the UCC or (ii) other property in which a secured
party may perfect its security interest by possession under the UCC or any other
applicable law. [Funds on deposit in the Distribution Accounts, if any, shall
remain uninvested.] Possession of any such Permitted Investment by the Servicer
or the Special Servicer shall constitute possession by a person designated by
the Trustee for purposes of Section 8-313 of the UCC and possession by the
Trustee, as secured party, for purposes of Section 9-305 of the UCC and any
other applicable law. Except as otherwise provided herein, the Trustee shall
have sole control (except with respect to investment direction) over Permitted
Investments of amounts in the Distribution Accounts. In the event amounts on
deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Servicer (in the case of the Certificate
Account), the Special Servicer (in the case of the REO Account) or the Paying
Agent (in the case of the Distribution Accounts and the [Interest Reserve
Account]) shall:

            (i) 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 (a) all amounts then payable thereunder and (b) the amount required to
      be withdrawn on such date; and

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

            (b) Interest and investment income realized on funds deposited in
each of the Certificate Account, the Distribution Accounts and the [Interest
Reserve Account], to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from any Distribution Date to the
immediately succeeding P&I Advance Date, shall be for the sole and exclusive
benefit of the Servicer and shall be subject to its withdrawal, or withdrawal at
its direction, in accordance with Section 3.05(a), 3.05(b) or 3.05(c), as the
case may be. Interest and investment income realized on funds deposited in the
REO Account, to the extent of the Net Investment Earnings, if any, with respect
to such account for each period from any Distribution Date to the immediately
succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.16(c). In the event that any loss shall be incurred in respect of any
Permitted Investment on deposit in any of the Certificate Account, the
Distribution Accounts, the [Interest Reserve Account] or the REO Account, the
Servicer (in the case of the Certificate Account, the Distribution Accounts or
the [Interest Reserve Account]) and the Special Servicer (in the case of the REO
Account) shall deposit therein, no later than the P&I Advance Date, without
right of reimbursement, the amount of the Net Investment Loss, if any, with
respect to such account for the period from the immediately preceding
Distribution Date to such P&I Advance Date, provided, that neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made.

            (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, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Section 3.07      Maintenance of Insurance  Policies;  Errors and
                              Omissions and Fidelity Coverage.

            (a) The Servicer shall use its reasonable best efforts to cause the
Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all Insurance Policy coverage as is required under the
related Mortgage (to the extent that the Trustee has an insurable interest and
such Insurance Policy coverage is available at commercially reasonable rates,
consistent with the Servicing Standards); provided, however, that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the Insurance
Policy coverage to be maintained on such Mortgaged Property, the Servicer shall
impose such insurance requirements as are consistent with the Servicing
Standards. Subject to Section 3.17(a), the Special Servicer shall maintain for
each REO Property no less Insurance Policy coverage than was previously required
of the Mortgagor under the related Mortgage Loan. All such Insurance Policies
shall (i) contain a "standard" mortgagee clause, with loss payable to the
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans other than REO Properties), (ii) be in the name of the
Special Servicer (in the case of insurance maintained in respect of REO
Properties) on behalf of the Trustee, (iii) include coverage in an amount not
less than the lesser of (x) the full replacement cost of the improvements
securing Mortgaged Property or the REO Property, as applicable, or (y) the
outstanding principal balance owing on the related Mortgage Loan or REO Loan, as
applicable, and in any event, the amount necessary to avoid the operation of any
co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under
the related Mortgage Loan documents), (v) be noncancellable without 30 days'
prior written notice to the insured party and (vi) be issued by a Qualified
Insurer authorized under applicable law to issue such Insurance Policies. Any
amounts collected by the Servicer or the Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case in accordance with the Servicing
Standards and the provisions of the related Mortgage Loan) shall be deposited in
the Certificate Account, subject to withdrawal pursuant to Section 3.05(a). Any
costs incurred by the Servicer in maintaining any such Insurance Policies in
respect of Mortgage Loans (other than REO Properties) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Servicer as a
Servicing Advance and will be charged to the related Mortgagor and (ii) shall
not, for purposes thereof, including, without limitation, calculating monthly
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. Any cost incurred by the Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the
Trust payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, advanced by the Servicer
as a Servicing Advance.

            (b) (i) If the Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties, as the
case may be, required to be serviced and administered hereunder, then, to the
extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or the Special Servicer shall
conclusively be deemed to have satisfied its obligation to cause fire and hazard
insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case
the Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses which would have been covered by such
Insurance Policy, promptly deposit into the Certificate Account from its own
funds the amount of such loss or losses that would have been covered under the
individual policy but are not covered under the blanket Insurance 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 which is
consistent with the Servicing Standard. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket Insurance Policy in a timely fashion in accordance with
the terms of such policy. The Special Servicer, to the extent consistent with
the Servicing Standards, may maintain, at its own expense, earthquake insurance
on REO Properties, provided coverage is available at commercially reasonable
rates, the cost of which shall be a Servicing Advance.

            (ii) If the Servicer or the Special Servicer shall cause any
      Mortgaged Property or REO Property to be covered by a master single
      interest or force placed insurance policy with a Qualified Insurer naming
      the Servicer or the Special Servicer on behalf of the Trustee as the loss
      payee, then to the extent such Insurance Policy provides protection
      equivalent to the individual policies otherwise required, the Servicer or
      the Special Servicer shall conclusively be deemed to have satisfied its
      obligation to cause such insurance to be maintained on the related
      Mortgage Properties and REO Properties. In the event the Servicer or the
      Special Servicer shall cause any Mortgaged Property or REO Property to be
      covered by such master single interest or force placed insurance policy,
      the incremental costs of such insurance applicable to such Mortgaged
      Property or REO Property (i.e., other than any minimum or standby premium
      payable for such policy whether or not any Mortgaged Property or REO
      Property is covered thereby) shall be paid by the Servicer as a Servicing
      Advance. Such master single interest or force placed policy may contain a
      deductible clause, in which case the Servicer or the Special Servicer
      shall, in the event that there shall not have been maintained on the
      related Mortgaged Property or REO Property a policy otherwise complying
      with the provisions of Section 3.07(a), and there shall have been one or
      more losses which would have been covered by such policy had it been
      maintained, deposit into the Certificate Account from its own funds the
      amount not otherwise payable under the master single interest or
      force-placed 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 any such deductible
      limitation, the deductible limitation which is consistent with the
      Servicing Standard.

            (c) Each of the Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
Insurance Policy with a Qualified Insurer covering the Servicer's and the
Special Servicer's, as applicable, officers and employees and other persons
acting on behalf of the Servicer and the Special Servicer in connection with its
activities under this Agreement with a deductible clause that in no event
exceeds the greater of (i) $100,000 or (ii) 5% of the face amount of the
Fidelity Bond or errors and omission policy as the case may be. The Servicer or
the Special Servicer, as applicable, shall cause the Trustee, on behalf of the
Trust, to be named as a loss payee on each such fidelity bond and errors and
omissions policy. Notwithstanding the foregoing, so long as the long term debt
or the deposit obligations or claims-paying ability of the Servicer (or its
immediate or remote parent) is rated at least "___" by ___ and "___" by ___ (if
rated by ___), the Servicer shall be allowed to provide self-insurance with
respect to a fidelity bond and an Errors and Omissions Insurance Policy. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Servicer or
the Special Servicer if the Servicer or the Special Servicer, as applicable,
were servicing and administering the Mortgage Loans or Specially Serviced
Mortgage Loans, as applicable, for FNMA or FHLMC. Coverage of the Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the
Servicer or the Special Servicer and providing the coverage required by this
Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The
Special Servicer and the Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any,
and/or their respective errors and omissions Insurance Policies, as the case may
be, and will furnish to the Trustee copies of all binders and policies or
certificates evidencing that such bonds, if any, and insurance policies are in
full force and effect.

            The Servicer and the Special Servicer shall each cause the Trustee
to be an additional loss payee on any policy currently in place or procured
pursuant to the requirements of this Section 3.07(c).

            (d) At the time the Servicer determines in accordance with the
Servicing Standard that any Mortgaged Property shall be in a federally
designated special flood hazard area (and such flood insurance has been made
available), the Servicer will use its reasonable best efforts to cause the
related Mortgagor (in accordance with applicable law and the terms of the
Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standards), flood insurance in respect thereof,
but only to the extent the related Mortgage Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standards. 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 insurance which is available under the National Flood
Insurance Act of 1968, as amended. If the cost of any insurance described above
is not borne by the Mortgagor, the Servicer shall promptly make a Servicing
Advance for such costs, subject to Section 3.03(c).

            (e) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standards),
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The cost of any such flood insurance with
respect to an REO Property shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.16(c) or, if the amount on deposit
therein is insufficient therefor, paid by the Servicer as a Servicing Advance.

            Section 3.08      Enforcement of Due-On-Sale Clauses;  Assumption
                              Agreements.

            (a) As to each Mortgage Loan which 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
      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 mortgagee in connection with any such sale or other
      transfer,

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer with the written consent of the Special Servicer with respect to
non-Specially Serviced Mortgage Loans and the Special Servicer with respect to
Specially Serviced Mortgage Loans, on behalf of the Trustee as the mortgagee of
record, shall[, subject to Section 6.07,] exercise (or waive its right to
exercise) any right it may have with respect to such Mortgage Loan (x) to
accelerate the payments thereon or (y) to withhold its consent to any such sale
or other transfer, in a manner consistent with the Servicing Standards.

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

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

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

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer with the written consent of the Special Servicer with respect to
non-Specially Serviced Mortgage Loans and the Special Servicer with respect to
Specially Serviced Mortgage Loans, on behalf of the Trustee as the mortgagee of
record, shall[, subject to Section 6.07,] exercise (or waive its right to
exercise) any right it may have with respect to such Mortgage Loan (x) to
accelerate the payments thereon or (y) to withhold its consent to the creation
of any such additional lien or other encumbrance, in a manner consistent with
the Servicing Standards.

            (c) Nothing in this Section 3.08 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 additional lien or other encumbrance with respect to such
Mortgaged Property.

            (d) Except as otherwise permitted by Sections 3.20 and 3.08(f),
neither the Servicer nor the Special Servicer shall agree to modify, waive or
amend any term of any Mortgage Loan in connection with the taking of, or the
failure to take, any action pursuant to this Section 3.08, other than the
identity of the Mortgagor pursuant to an assumption agreement.

            (e) Notwithstanding the foregoing, the Servicer, with respect to
non-Specially Serviced Mortgage Loans, and the Special Servicer, with respect to
Specially Serviced Mortgage Loans, shall not waive any rights under a
"due-on-encumbrance" clause with respect to any Mortgage Loan, or under any
"due-on-sale" clause with respect to any of the Mortgage Loans set forth on
Schedule 2 hereto unless it obtains from each Rating Agency a written
confirmation that such waiver will not cause a downgrading, qualification or
withdrawal of the then current rating assigned to any of the Certificates. To
the extent any fee charged by each Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust. Notwithstanding the foregoing, the Servicer, with
respect to non-Specially Serviced Mortgage Loans, and the Special Servicer, with
respect to Specially Serviced Mortgage Loans, shall not waive any rights under a
"due-on-sale" clause with respect to any of the Mortgage Loans which (together
with any Mortgage Loans cross-collateralized with such Mortgage Loans) represent
over 2% of the outstanding principal balance of the pool of Mortgage Loans
unless it obtains from each Rating Agency a written confirmation that such
waiver would not cause a downgrading, qualification or withdrawal of the then
current rating assigned to any of the Certificates. To the extent any fee
charged by each Rating Agency in connection with rendering such written
confirmation is not paid by the related Mortgagor, such fee is to be an expense
of the Trust. The Servicer or the Special Servicer, as applicable, shall provide
copies of any such waivers to each Rating Agency with respect to each Mortgage
Loan. The Servicer or the Special Servicer, as applicable, shall not permit a
Mortgage Loan to be assumed unless the Servicer or the Special Servicer, as
applicable, determines that such assumption is consistent with the Servicing
Standards, for such purposes taking into account the Debt Service Coverage Ratio
of the Mortgage Loan assuming the transfer occurs (with leasing commissions,
tenant improvement costs and capital expenditures deducted from cash flow in
amounts equal to the originator's cap items at origination and using taxes based
on a fully assessed number calculated off the proposed purchase price), and
shall provide copies of the results of such calculations to each Rating Agency
showing a comparison of the recalculated DSCR versus the DSCR at origination;
provided, however, that so long as all Holders of each Class of Certificates the
ratings of which would otherwise be downgraded, qualified or withdrawn consent
to such waiver, such Rating Agency confirmation will not be required.

            (f) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, the Servicer may, without any Rating Agency confirmation as
provided in clause (e) above or Special Servicer approval, (i) consent to
subordination of the related Mortgage Loan to such easement or right-of-way for
utilities, access, parking, public improvements or another purpose, provided the
Servicer shall have determined in accordance with the Servicing Standards that
such easement or right-of-way shall not materially interfere with the
then-current use of the related Mortgaged Property, or the security intended to
be provided by such Mortgage, the related Mortgagor's ability to repay the
Mortgage Loan, or materially or adversely affect the value of such Mortgaged
Property, (ii) grant waivers of minor covenant defaults (other than financial
covenants) including late financial statements, (iii) grant releases of
non-material parcels of a Mortgaged Property (provided, that releases as to
which the related Mortgage Loan documents expressly require the mortgagee
thereunder to make such releases upon the satisfaction of certain conditions
shall be made as required by the Mortgage Loan documents), and (iv) grants of
easements and rights-of-way that do not materially affect the use or value of a
Mortgaged Property or the Mortgagor's ability to make any payments with respect
to the related Mortgage Loan; provided, that any such modification, waiver or
amendment (w) would not in any way affect a payment term of the Certificates,
(x) would not constitute a "significant modification" of such Mortgage Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise
constitute an Adverse REMIC Event with respect to any REMIC, (y) agreeing to
such modification, waiver or amendment would be consistent with the Servicing
Standard and (z) agreeing to such modification, waiver or amendment shall not
violate the terms, provisions or limitations of this Agreement or any other
document contemplated hereby.

            Section 3.09      Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer shall, subject to [Section 6.07 and]
subsections (b) through (d) of this Section 3.09, exercise reasonable efforts,
consistent with the Servicing Standards, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
property securing such Mortgage Loans, as come into and continue in default as
to which no satisfactory arrangements can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other
provision hereof. The foregoing is subject to the provision that, in any case in
which a Mortgaged Property shall have suffered damage from an Uninsured Cause,
the Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Servicer for such Servicing Advance, and the Servicer
has determined that such Servicing Advance together with accrued and unpaid
interest thereon will be recoverable by the Servicer out of the proceeds of
liquidation of such Mortgaged Property, as contemplated in Section 3.05(a)(iv).
The Special Servicer shall be responsible for all other costs and expenses
incurred by it in any such proceedings (such costs and expenses to be advanced
by the Servicer to the Special Servicer), provided, that, in each case, such
cost or expense would not, if incurred, constitute a Nonrecoverable Servicing
Advance. Nothing contained in this Section 3.09 shall be construed so as to
require the Servicer or the Special Servicer, on behalf of the Trust, to make a
bid on any Mortgaged Property at a foreclosure sale or similar proceeding that
is in excess of the fair market value of such property, as determined by the
Servicer or the Special Servicer in its reasonable and good faith judgment
taking into account the factors described in Section 3.18(d) and the results of
any Appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standards. If and when the
Special Servicer or the Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan, whether for purposes of bidding at foreclosure or
otherwise, the Special Servicer or the Servicer, as the case may be, is
authorized to have an Appraisal performed with respect to such property by an
Independent MAI-designated appraiser the cost of which shall be paid by the
Servicer as a Servicing Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 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; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be paid by the Servicer as a Servicing Advance)
      to the effect that the holding of such personal property by the Trust Fund
      will not cause the imposition of a tax on the Lower-Tier REMIC or the
      Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier REMIC
      or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
      Uncertificated Lower-Tier Interest or Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Servicer shall, on behalf of the Trustee,
obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of
any such action, the Trustee, on behalf of 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 CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standards, based on an Environmental Assessment
of such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments and performed within six months prior to any
such acquisition of title or other action, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith is
      reasonably likely to produce a greater recovery on a net present value
      basis than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a net present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment shall be paid by the
Servicer as a Servicing Advance, and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence may be withdrawn from the Certificate Account at the
direction of the Special Servicer as an expense of the Trust Fund pursuant to
Section 3.05(a)(ix); and if any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund, perform such
additional environmental testing as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements
for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 3 of the applicable Mortgage
Loan Purchase Agreement, then the Special Servicer shall[, subject to Section
6.07,] take such action as it deems to be in the best economic interest of the
Trust Fund (other than proceeding to acquire title to the Mortgaged Property)
and is hereby authorized at such time as it deems appropriate to release such
Mortgaged Property from the lien of the related Mortgage; provided, that, if
such Mortgage Loan has a then outstanding principal balance of greater than
$1,000,000, then prior to the release of the related Mortgaged Property from the
lien of the related Mortgage, (i) the Special Servicer shall have notified the
Rating Agencies, the Trustee and the Servicer in writing of its intention to so
release such Mortgaged Property and the bases for such intention, (ii) the
Trustee shall have notified the Certificateholders in writing of the Special
Servicer's intention to so release such Mortgaged Property, (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within 30 days of the Trustee's distributing such notice (failure
to respond by the end of such 30-day period being deemed consent) and (iv) the
Special Servicer shall have received written confirmation from each Rating
Agency that such release will not cause the downgrade, withdrawal or
qualification of any of the then current ratings of any Class of Certificates.
To the extent any fee charged by each Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Paying Agent, the Directing
Certificateholder and the Servicer monthly regarding any actions taken by the
Special Servicer with respect to any Mortgaged Property securing a defaulted
Mortgage Loan as to which the environmental testing contemplated in subsection
(c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case
until the earlier to occur of satisfaction of both such conditions, repurchase
of the related Mortgage Loan by the applicable Mortgage Loan Seller or release
of the lien of the related Mortgage on such Mortgaged Property. The Trustee
shall forward all such reports to the Certificateholders and each Rating Agency
promptly following the receipt thereof. In addition, the Servicer will deliver
to the Class [F], Class [G] and Class [H] Certificateholders a copy of any such
written reports and any Environmental Assessments within 15 days after receipt
of such written reports and Environmental Assessments from the Special Servicer.

            (f) The Special Servicer, with the reasonable cooperation of the
Servicer, shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, the information required to
be reported regarding any Mortgaged Property which is abandoned or foreclosed
and the Special Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall deliver a copy of any such report to
the Trustee and the Special Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee and the Servicer no later than the next succeeding P&I
Advance Determination Date.

            Section 3.10      Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Servicer or the Special Servicer shall deliver to the
Trustee a Request for Release signed by a Servicing Officer. Upon receipt of the
foregoing, the Trustee shall deliver or cause the related Custodian to deliver,
the Mortgage File or any document therein to the Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File
or such document to the Trustee or the related Custodian, or the delivery to the
Trustee of a certificate of a Servicing Officer of the Servicer or the Special
Servicer, as the case may be, 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 Certificate Account pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trustee to the Servicer or the Special Servicer (or a designee), as the
case may be, with the original being released upon termination of the Trust.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.

            Section 3.11      Servicing Compensation.

            (a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan and
REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue
from time to time at the Servicing Fee Rate (in accordance with the same terms
of the related Mortgage Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day
months and, in connection with any partial month interest payment, for the same
period respecting which any related interest payment due on such Mortgage Loan
or deemed to be due on such REO Loan is computed. The Servicing Fee with respect
to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan and REO
Revenues allocable as interest on each REO Loan, and as otherwise provided by
Section 3.05(a). The Servicer shall be entitled to recover unpaid Servicing Fees
in respect of any Mortgage Loan or REO Loan out of that portion of related
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO
Revenues (in the case of an REO Loan) allocable as recoveries of interest, to
the extent permitted by Section 3.05(a). The right to receive the Servicing Fee
may not be transferred in whole or in part except in connection with the
transfer of all of the Servicer's responsibilities and obligations under this
Agreement.

            The Servicer shall be entitled to retain, and shall not be required
to deposit in the Certificate Account pursuant to Section 3.04(a), additional
servicing compensation in the form of 100% of all assumption application fees on
the Mortgage Loans that are not Specially Serviced Mortgage Loans and 50% of all
assumption and modification fees on Mortgage Loans that are not Specially
Serviced Mortgage Loans (provided, that the Servicer shall be entitled to 100%
of all modification fees with respect to the modifications described in Section
3.08(f)) to the extent that such fees are paid by the Mortgagor on Mortgage
Loans that are not Specially Serviced Mortgage Loans and only to the extent that
all amounts then due and payable with respect to the related Mortgage Loan
(including interest on Advances) have been paid. In addition, the Servicer shall
be entitled to retain as additional servicing compensation any charges for
processing borrower requests, beneficiary statements or demands and amounts
collected for checks returned for insufficient funds, in each case only to the
extent actually paid by the related Mortgagor and shall not be required to
deposit such amounts in the Certificate Account pursuant to Section 3.04(a). The
Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges received on the Mortgage Loans and accrued during such
time as such Mortgage Loan was not a Specially Serviced Mortgage Loan, but only
to the extent actually paid by the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Mortgage Loan
(including interest on Advances) and all unpaid Advances and additional Trust
Fund expenses payable during the preceding 12-month period have been paid; (ii)
interest or other income earned on deposits relating to the Trust Fund in the
Certificate Account and the Distribution Accounts in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each period from any Distribution Date to the
immediately succeeding P&I Advance Date) and (iii) interest earned on deposits
in the Servicing Account which are not required by applicable law or the related
Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay
out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the
Certificate Account, and the Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate (in accordance with the same
terms of the related Mortgage Note as are applicable to the accrual of interest
at the Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Mortgage Loan and a 360-day year consisting
of 30-day months and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such
Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in
respect thereof. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, to the extent permitted by Section 3.05(a). The right to
receive 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.

            Additional servicing compensation in the form of 100% of all
assumption application fees, assumption fees and modification fees received on
Specially Serviced Mortgage Loans and 50% of all assumption and modification
fees received on any Mortgage Loan to the extent not required to be paid to the
Servicer pursuant to Section 3.11(a), but only to the extent actually collected
from the related Mortgagor and only to the extent that all amounts then due and
payable with respect to the related Mortgage Loan (including those payable to
the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid
to the Special Servicer by the Servicer and shall not be required to be
deposited in the Certificate Account pursuant to Section 3.04(a). The Special
Servicer shall also be entitled to additional servicing compensation in the form
of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee
Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan.
The Workout Fee with respect to any Corrected Mortgage Loan will cease to be
payable if such loan again becomes a Specially Serviced Mortgage Loan; provided,
that a new Workout Fee will become payable if and when such Mortgage Loan again
becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and all
Workout Fees payable with respect to Mortgage Loans that became Corrected
Mortgage Loans prior to the time of that termination or resignation. The
successor special servicer will not be entitled to any portion of such Workout
Fees. A Liquidation Fee will be payable with respect to each Specially Serviced
Mortgage Loan as to which the Special Servicer receives any Liquidation Proceeds
subject to the exceptions set forth in the definition of Liquidation Fee.
Notwithstanding anything to the contrary described above, no Liquidation Fee
will be payable based on, or out of, Liquidation Proceeds received in connection
with the repurchase of any Mortgage Loan by the Mortgage Loan Seller for a
breach of representation or warranty or for defective or deficient Mortgage Loan
documentation, the purchase of any Specially Serviced Mortgage Loan by the
Directing Certificateholder pursuant to Section 3.18(b), the Servicer or the
Special Servicer or the purchase of all of the Mortgage Loans and REO Properties
in connection with an optional termination of the Trust Fund pursuant to Section
9.01. If, however, Liquidation Proceeds are received with respect to any
Corrected Mortgage Loan and the Special Servicer is properly entitled to a
Workout Fee, such Workout Fee will be payable based on and out of the portion of
such Liquidation Proceeds that constitute principal and/or interest on such
Mortgage Loan. Notwithstanding anything herein to the contrary, the Special
Servicer shall only be entitled to receive a Liquidation Fee or Workout Fee, but
not both, with respect to proceeds on any Mortgage Loan. The Special Servicer
will also be entitled to additional fees in the form of Penalty Charges on
Specially Serviced Mortgage Loans which accrued during such time as such
Mortgage Loan was a Specially Serviced Mortgage Loan, but only to the extent
actually collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including
interest on Advances) and all unpaid Advances and additional Trust Fund expenses
payable during the preceding 12-month period have been paid. The Special
Servicer shall be required to pay out of its own funds all expenses incurred by
it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO
Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not expressly payable
directly out of the Certificate Account or the REO Account or as a Servicing
Advance, and the Special Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.

            (c) In determining the compensation of the Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan since the
prior Distribution Date shall be applied (in such order) to reimburse (i) the
Servicer or the Trustee for interest on Advances on such Mortgage Loan due on
such Distribution Date, (ii) the Trust Fund for all interest on Advances
previously paid to the Servicer or the Trustee pursuant to Section 3.05(vi)
hereof and (iii) the Trust Fund for all unpaid Advances and additional Trust
Fund expenses incurred during the prior 12 months and any Penalty Charges
remaining thereafter shall be distributed pro rata to the Servicer and the
Special Servicer based upon the amount of Penalty Charges the Servicer or the
Special Servicer would otherwise have been entitled to receive during such
period without any such application.

            Section 3.12      Inspections; Collection of Financial Statements.

            (a) The Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged
Property securing a Mortgage Note with a Stated Principal Balance of (a)
$2,000,000 or more, at least once every 12 months and (b) less than $2,000,000,
at least once every 24 months, in each case commencing in the calendar year
200_; provided, however, that if any scheduled payment becomes more than 60 days
delinquent on the related Mortgage Loan, the Special Servicer shall inspect the
related Mortgaged Property as soon as practicable after such Mortgage Loan
becomes a Specially Serviced Mortgage Loan and annually thereafter for so long
as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of
such inspection by the Special Servicer shall be an expense of the Trust Fund.
The Special Servicer or the Servicer, as applicable, shall prepare or cause to
be prepared a written report of each such inspection detailing the condition of
the Mortgaged Property and specifying the existence of (i) any vacancy in the
Mortgaged Property that the preparer of such report deems material, (ii) any
sale, transfer or abandonment of the Mortgaged Property of which it has
knowledge, (iii) any adverse change in the condition of the Mortgaged Property
that the preparer of such report deems material, (iv) any visible waste
committed on the Mortgaged Property and (v) photographs of each inspected
Mortgaged Property. The Special Servicer and the Servicer shall deliver a copy
of each such report prepared by the Special Servicer and the Servicer,
respectively, to the other, the Trustee and the Paying Agent within 5 Business
Days after request (or if such request is received before such report is
completed, within 5 Business Days after completion of such report). The Paying
Agent shall deliver a copy of each such report to each Rating Agency and the
Controlling Class Certificateholder upon request and to each Holder of a Class
[F], Class [G] and Class [H] Certificate, upon request (which such request may
state that such items be delivered until further notice).

            (b) The Special Servicer or Servicer, as applicable, shall make
reasonable efforts to collect promptly from each Mortgagor annual operating
statements and rent rolls of the related Mortgaged Property, financial
statements of such Mortgagor and any other reports required to be delivered
under the terms of the Mortgage Loans, if delivery of such items is required
pursuant to the terms of the related Mortgage.

            (c) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Servicer, in the case of any non-Specially Serviced
Mortgage Loan shall make reasonable efforts to collect promptly from each
related Mortgagor quarterly and annual operating statements, budgets and rent
rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required
pursuant to the terms of the related Mortgage. In addition, the Special Servicer
shall cause quarterly and annual operating statements, budgets and rent rolls to
be regularly prepared in respect of each REO Property and shall collect all such
items promptly following their preparation. The Servicer and the Special
Servicer shall each deliver copies of all the foregoing items so collected
thereby to the Paying Agent, the Depositor and each other, in each case within
60 days of its receipt thereof, but in no event, in the case of annual
statements, later than June 30th of each year. The Paying Agent shall, upon
request, deliver copies of the foregoing items to the Underwriters, the Rating
Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan
Sellers or, to the extent the Certificate Registrar has confirmed the Ownership
Interest in Certificates held thereby, any Certificate Owner, a copy (or image
in suitable electronic media) of each such report prepared by the Servicer or
the Special Servicer.

            Within 45 days after receipt by the Servicer, as to non-Specially
Serviced Mortgage Loans, and within 20 days after receipt by the Special
Servicer, as to Specially Serviced Mortgage Loans, of any annual operating
statements or rent rolls with respect to any Mortgaged Property or REO Property,
but in no event later than June 30th of each year, the Servicer or the Special
Servicer, as applicable, shall, based upon such operating statements or rent
rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the Net Operating Income adjustment worksheet (the "Operating
Statement Analysis Report"), and the Special Servicer shall remit each Operating
Statement Analysis Report (in CMSA format) prepared by it, together with the
underlying operating statements and rent rolls, to the Servicer in a format
reasonably acceptable to the Servicer. All Operating Statements Analysis Reports
shall be maintained by the Servicer with respect to each Mortgaged Property and
REO Property, and the Servicer shall forward copies thereof (in each case,
promptly following the initial preparation and each material revision thereof)
to the Paying Agent and the Special Servicer, together with the related
operating statements or rent rolls. The Paying Agent shall, upon request and to
the extent such items have been delivered to the Paying Agent by the Servicer,
deliver to the Trustee, the Underwriters, the Rating Agencies, the Mortgage Loan
Sellers, any Certificateholder or, to the extent the Certificate Registrar has
confirmed the Ownership Interest in the Certificates held thereby, any
Certificate Owner, a copy of such Operating Statement Analysis (or update
thereof) and the related operating statement or rent rolls. The Servicer shall
maintain an Operating Statement Analysis Report with respect to each Mortgaged
Property and REO Property. Each Operating Statement Analysis Report shall be
substantially in the form of Exhibit J attached hereto (or, at the discretion of
the Servicer, provided that no less information is provided than is set forth in
Exhibit J in a CMSA format.

            (d) At or before 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Servicer the following
reports with respect to the Specially Serviced Mortgage Loans and any REO
Properties, providing the information required of the Special Servicer in an
electronic format, reasonably acceptable to the Servicer as of such
Determination Date: (i) a delinquent loan status report, (ii) a comparative
financial status report, (iii) an historical loss estimate report; (iv) an
historical loan modification report and (v) an REO status report.

            (e) Not later than 3:30 p.m. (New York City time) on the second
Business Day after each Determination Date, the Servicer shall prepare (if and
to the extent necessary) and deliver or cause to be delivered to the Trustee and
the Paying Agent data files relating to the following reports: (i) to the extent
received at the time required, the most recent delinquent loan status report,
historical loss estimate report, historical loan modification report and REO
status report received from the Special Servicer pursuant to Section 3.12(d),
(ii) the most recent CMSA property file, CMSA loan periodic update file and
comparative financial status report (in each case combining the reports prepared
by the Special Servicer and Servicer), and (iii) a watch list report with
information that is current as of such Determination Date.

            (f) The Special Servicer shall deliver to the Servicer the reports
set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver
to the Trustee and the Paying Agent the reports set forth in Section 3.12(e), in
an electronic format reasonably acceptable to the Special Servicer, the Paying
Agent, the Servicer and the Trustee. The Servicer may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer pursuant
to Section 3.12(e) and Section 3.12 (d). The Trustee and the Paying Agent may,
absent manifest error, conclusively rely on the reports to be provided by the
Servicer pursuant to Section 3.12(e). In the case of information or reports to
be furnished by the Servicer to the Trustee and the Paying Agent pursuant to
Section 3.12(e), to the extent that such information or reports are, in turn,
based on information or reports to be provided by the Special Servicer pursuant
to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to
be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c)
or Section 3.12(d) the Servicer shall have no obligation to provide such
information or reports to the Trustee or the Paying Agent until it has received
the requisite information or reports from the Special Servicer, and the Servicer
shall not be in default hereunder due to a delay in providing the reports
required by Section 3.12(e) caused by the Special Servicer's failure to timely
provide any information or report required under Section 3.12(c) or Section
3.12(d) of this Agreement.

            (g) Notwithstanding foregoing, however, the failure of the Servicer
or Special Servicer to disclose any information otherwise required to be
disclosed by this Section 3.12 shall not constitute a breach of this Section
3.12 to the extent the Servicer or Special Servicer so fails because such
disclosure, in the good faith reasonable belief of the Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision
of a Mortgage Loan document prohibiting disclosure of information with respect
to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer
may disclose any such information or any additional information to any Person so
long as such disclosure is consistent with applicable law and the Servicing
Standards. The Servicer or the Special Servicer may affix to any information
provided by it any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            Section 3.13      Annual Statement as to Compliance.

            Each of the Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Paying Agent and Depositor, on or before _______ of
each year, beginning ______, 200_, an Officer's Certificate stating, as to each
signer thereof, that (i) a review of the activities of the Servicer or the
Special Servicer, as the case may be, during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system relating to its servicing of the Mortgage
Loans serviced by it and has fulfilled in all material respects its obligations
under this Agreement throughout such year, or, if there has been a material
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof and (iii) the Servicer
or the Special Servicer, as the case may be, has received no notice regarding
qualification, or challenging the status, of either the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice, specifying
the details thereof. A copy of such Officer's Certificate may be obtained by
Certificateholders upon written request to the Paying Agent pursuant to Section
8.12 hereof.

            Section 3.14      Reports by Independent Public Accountants.

            Each of the Servicer and the Special Servicer at their own expense
shall cause a nationally recognized firm of independent certified public
accountants to furnish to the Servicer or the Special Servicer, as the case may
be, the Trustee, the Paying Agent and each Rating Agency, on or before ____ of
each year, commencing with ___________, 200_, a report stating that (i) it has
obtained from the Servicer or the Special Servicer, as the case may be, a letter
of representation regarding certain matters from the management of the Servicer
or the Special Servicer, as the case may be, which includes an assertion that
the Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system with respect to the servicing of the Mortgage
Loans and has complied with certain minimum mortgage loan servicing standards
(to the extent applicable to commercial and multifamily mortgage loans),
identified in the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America, with respect to the
Servicer's or the Special Servicer's, as the case may be, servicing of
commercial and multifamily mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such assertion is fairly stated in all material respects,
subject to such exceptions and other qualifications that, in the opinion of such
firm, such standards require it to report. In rendering its report such firm may
rely, as to the matters relating to the direct servicing of commercial and
multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis of examinations
conducted in accordance with the same standards (rendered within 1 year of such
statement) with respect to those Sub-Servicers.

            Section 3.15      Access to Certain Information.

            Each of the Servicer and the Special Servicer shall provide or cause
to be provided to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Servicer, or to the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, and each Holder of a Class [F],
Class [G] and Class [H] Certificate, access to any documentation regarding the
Mortgage Loans and the Trust Fund within its control which may be required by
this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business
hours at the offices of the Servicer or the Special Servicer, as the case may
be, designated by it; provided, however, that the Class [F], Class [G] and Class
[H] Certificateholders and Certificate Owners shall be required to pay a
reasonable and customary fee for access to the aforementioned information, shall
pay their own photocopying costs and execute a reasonable and customary
confidentiality agreement with respect to such information. Nothing in this
Section 3.15 shall detract from the obligation of the Servicer and the Special
Servicer to observe any applicable law prohibiting disclosure of information
with respect to the Mortgagors, and the failure of the Servicer or the Special
Servicer to provide access as provided in this Section 3.15 as a result of such
obligation shall not constitute a breach of this Section 3.15. The Servicer and
the Special Servicer may each deny any of the foregoing persons access to
confidential information or any intellectual property which the Servicer or the
Special Servicer is restricted by license or contract from disclosing.
Notwithstanding the foregoing, the Servicer and the Special Servicer shall
maintain separate from such confidential information and intellectual property,
all documentation regarding the Mortgage Loans that is not confidential.

            Section 3.16      Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or a nominee thereof on
behalf of the Certificateholders. The Special Servicer, on behalf of the Trust
Fund, shall sell any REO Property prior to the close of the third calendar year
following the year in which the Trust Fund acquires ownership of such REO
Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) is granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the
Servicer an Opinion of Counsel (the cost of which shall be paid as a Servicing
Advance), addressed to the Trustee and the Servicer, to the effect that the
holding by the Trust Fund of such REO Property subsequent to the close of the
third calendar year following the year in which such acquisition occurred will
not result in the imposition of taxes on "prohibited transactions" of the Trust
Fund or the Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as
defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding. If the
Special Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell such REO Property within such longer period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its being granted the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust Fund payable out of the Certificate Account
pursuant to Section 3.05(a).

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests), for the
retention of revenues and other proceeds derived from each REO Property. The REO
Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, within 1 Business Day after receipt,
all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested
in Permitted Investments in accordance with Section 3.06. The Special Servicer
shall give notice to the Trustee and the Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior
to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on
deposit in the REO Account relating to such REO Property. On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account the aggregate of all amounts received in respect of each
REO Property during the most recently ended Due Period, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii)
Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standards, such portion of such balance as may be necessary
to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property.
In addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

            Section 3.17      Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
result in an Adverse REMIC Event. Subject to the foregoing [and Section 6.07],
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) (as determined by the Special Servicer in
its good faith and reasonable judgment in accordance with the Servicing
Standards). Subject to this Section 3.17, the Special Servicer may allow the
Trust Fund to earn "net income from foreclosure property" within the meaning of
Code Section 860G(d) if it determines that earning such income is in the best
interests of Certificateholders on a net after-tax basis as compared with net
leasing such REO Property or operating such REO Property on a different basis.
In connection therewith, the Special Servicer shall deposit or cause to be
deposited on a daily basis (and in no event later than 1 Business Day following
receipt of such funds) in the applicable REO Account all revenues received by it
with respect to each REO Property and the related REO Loan, and shall withdraw
from the REO Account, to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
leasing and maintenance of such REO Property, including, without limitation:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

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

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all costs and expenses necessary to maintain and lease such REO
      Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced
by an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor) if such advances would, if made, constitute Nonrecoverable Servicing
Advances. The Special Servicer shall give the Servicer, the Trustee and the
Fiscal Agent not less than five Business Days' notice, together with all
information reasonably requested by the Servicer (upon which the Servicer may
conclusively rely) to the extent in the possession of the Special Servicer or
readily obtainable by the Special Servicer before the date on which the Servicer
is requested to make any Servicing Advance with respect to an REO Property;
provided, however, that only two Business Days' notice shall be required in
respect of Servicing Advances required to be made on an urgent or emergency
basis (which may include, without limitation, Servicing Advances required to
make tax or insurance payments).

            (b)   Without  limiting  the  generality  of  the  foregoing,  the
Special Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, 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;

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

            (iv) Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than 90 days after its acquisition date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing 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 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. Except as limited above in this Section 3.17 and by Section 3.17(c),
the Special Servicer shall be permitted to cause the Trust Fund to earn "net
income from foreclosure property," subject to the standard of Section 3.01(a).

            (c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the acquisition date thereof, provided, that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be an
      expense of the Trust Fund) shall be reasonable and customary in light of
      the nature and locality of the Mortgaged Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor (A) pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in subsection (a)
      hereof, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of 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.

            (d) When and as necessary, the Special Servicer shall send to the
Paying Agent and the Servicer, and the Paying Agent shall forward 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 Sections 3.17(a) and 3.17(b).

            Section 3.18      Sale  of  Defaulted  Mortgage  Loans  and  REO
                              Properties.

            (a) [Subject to Section 6.07], each of the Servicer and the Special
Servicer may sell or purchase, or permit the sale or purchase of, a Mortgage
Loan or REO Property only on the terms and subject to the conditions set forth
in this Section 3.18 or as otherwise expressly provided in or contemplated by
Section 2.03(b) and Section 9.01.

            (b) In the event that any Mortgage Loan becomes a Defaulted Mortgage
Loan and the Special Servicer has determined in good faith that such Defaulted
Mortgage Loan will become subject to foreclosure proceedings, the Special
Servicer shall promptly so notify in writing the Trustee, the Servicer and the
Directing Certificateholder. The Directing Certificateholder, the Special
Servicer or the Servicer (in that order) may at its option purchase such
Defaulted Mortgage Loan from the Trust Fund, at a price equal to the Purchase
Price. If the Directing Certificateholder within 30 days of such notice from the
Special Servicer fails to indicate in writing to the Special Servicer that it
shall purchase the Defaulted Mortgage Loan within 60 days of such notice, and if
the Directing Certificateholder fails to so purchase, and if the Servicer within
45 days of such notice from the Special Servicer fails to indicate in writing to
the Special Servicer that it shall purchase the Defaulted Mortgage Loan within
75 days of such notice, and if the Servicer fails to so purchase, then the
Special Servicer may sell the Defaulted Mortgage Loans pursuant to Section
3.18(c) below. The Purchase Price for any Defaulted Mortgage Loan purchased
hereunder shall be deposited into the Certificate Account, and the Trustee, upon
receipt of an Officer's Certificate from the Special Servicer to the effect that
such deposit has been made, shall release or cause to be released to the
Directing Certificateholder, the Special Servicer or the Servicer, as the case
may be, the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Directing Certificateholder, the Special Servicer or
the Servicer (in that order), as the case may be, ownership of such Defaulted
Mortgage Loan.

            (c) [Subject to Section 6.07], the Special Servicer may offer to
sell any Defaulted Mortgage Loan not otherwise purchased by the Directing
Certificateholder, the Special Servicer or the Servicer pursuant to subsection
(b) above, if and when the Special Servicer determines, consistent with the
Servicing Standards, that such a sale would produce a greater recovery on a net
present value basis than would any other form of liquidation of the related
Mortgaged Property. Such offering shall be made in a commercially reasonable
manner for a period of not less than 20 days or more than 90 days. The Special
Servicer shall accept the highest cash bid received from any Person for such
Defaulted Mortgage Loan in an amount at least equal to the Purchase Price
therefor; provided, that in the absence of any such bid, the Special Servicer
shall accept the highest cash bid received from any Person that is determined by
the Special Servicer to be a fair price for such Defaulted Mortgage Loan. In the
absence of any bid determined as provided below to be fair, the Special Servicer
shall proceed with respect to such Defaulted Mortgage Loan in accordance with
Section 3.09.

            The Special Servicer shall use reasonable efforts to solicit bids
for each REO Property in such manner as will be reasonably likely to realize a
fair price within the time period provided for by Section 3.16(a). Such
solicitation shall be made in a commercially reasonable manner for a period of
not less than 90 days or more than 270 days. The Special Servicer shall accept
the highest cash bid received from any Person for such REO Property in an amount
at least equal to the Purchase Price therefor; provided that in the absence of
any such bid, the Special Servicer shall accept the highest cash bid received
from any Person that is determined by the Special Servicer to be a fair price
for such REO Property. If the Special Servicer reasonably believes that it will
be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the Special Servicer shall dispose
of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received. Notwithstanding the foregoing, the
Special Servicer shall not be obligated by the foregoing or otherwise to accept
the highest bid if the Special Servicer determines, in accordance with the
Servicing Standards, that rejection of such bid would be in the best interests
of the Certificateholders. 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
three-year period referred to in Section 3.16(a) with respect to such REO
Property is approaching, the Special Servicer shall seek an extension of such
three-year period in the manner described in Section 3.16(a); provided, however,
that the Special Servicer shall use its best efforts, consistent with the
Servicing Standards, to sell any REO Property prior to two years prior to the
Rated Final Distribution Date.

            The Special Servicer shall give the Trustee and the Servicer not
less than three Business Days' prior written notice of its intention to sell any
Defaulted Mortgage Loan or REO Property. No Interested Person shall be obligated
to submit a bid to purchase any Defaulted Mortgage Loan or REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property pursuant hereto.

            (d) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(c), shall be determined by the Special Servicer, if the highest bidder is a
Person other than the Special Servicer, a Holder of the Controlling Class or an
Affiliate of either, and by the Trustee, if the highest bidder is the Special
Servicer, a Holder of the Controlling Class or an Affiliate of either. In
determining whether any bid received from the Special Servicer, a Holder of the
Controlling Class or an Affiliate of either represents a fair price for any
Defaulted Mortgage Loan or any REO Property, the Trustee may conclusively rely
on the opinion of an Independent MAI-designated appraiser or other expert in
real estate matters retained by the Special Servicer at the expense of the Trust
Fund. In determining whether any bid constitutes a fair price for any Defaulted
Mortgage Loan or any REO Property, such appraiser or other expert in real estate
matters shall be instructed to take into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Defaulted
Mortgage Loan, the occupancy level and physical condition of the Mortgaged
Property or REO Property, the state of the local economy and the obligation to
dispose of any REO Property within the time period specified in Section 3.16(a).
The Purchase Price for any Defaulted Mortgage Loan or REO Property shall in all
cases be deemed a fair price.

            (e) Subject to subsections (a) through (d) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. Any sale of a Defaulted Mortgage Loan or any REO Property
shall be final and without recourse to the Trustee or the Trust Fund, and if
such sale is consummated in accordance with the terms of this Agreement, neither
the Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

            (f) Any sale of a Defaulted Mortgage Loan or any REO Property shall
be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a
sale for other consideration).

            Section 3.19      [Intentionally Omitted]

            Section 3.20      Modifications, Waivers, Amendments and Consents.

            (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and
Section 3.08, the Servicer shall not agree to any modification, waiver or
amendment of a Mortgage Loan, and, except as provided in the following
paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage
Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or
amended, provided, that the Special Servicer may agree to extend the maturity
date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan,
provided, further, that, except as provided in the following sentence, no such
extension entered into pursuant to this Section 3.20(a) shall be for a period of
more than twelve months from the original maturity date of such Mortgage Loan or
shall extend the maturity date beyond the earlier of (i) two years prior to the
Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by
a leasehold estate and not also the related fee interest, the date twenty years
prior to the expiration of such leasehold estate. If such extension would extend
the Maturity Date of a Mortgage Loan for more than twelve months from and after
the original maturity date of such Mortgage Loan and the Mortgage Loan is not in
default or default with respect thereto is not reasonably foreseeable, the
Special Servicer must provide the Trustee with an opinion of counsel (at the
expense of the related Mortgagor) that such extension would not constitute a
"significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated
hereunder as a modification or amendment of the applicable Mortgage Loan.

            Notwithstanding the foregoing, the Servicer, may modify or amend the
terms of any Mortgage Loan without the consent of the Special Servicer in order
to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any
provisions therein which may be inconsistent with any other provisions therein
or correct any error, provided, that, if the Mortgage Loan is not in default or
default with respect thereto is not reasonably foreseeable, such modification or
amendment would not be a "significant modification" of the Mortgage Loan within
the meaning of Treasury Regulations Section 1.860G-2(b), and provided, further,
that the proposed modification or amendment will not cause (x) either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for
purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC
to be subject to any tax under the REMIC Provisions.

            Notwithstanding the foregoing, neither the Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion
thereof) for one or more other parcels of real property at any time the Mortgage
Loan is not in default pursuant to the terms of the related Mortgage Loan
documents or default with respect thereto is not reasonably foreseeable unless
either (i) such substitution is at the unilateral option of the Mortgagor or
otherwise occurs automatically pursuant to the terms of the Mortgage Loan,
within the meaning of Treasury Regulations Section 1.1001-3, or (ii) it has
received an Opinion of Counsel to the effect that such substitution would not be
a "significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).

            (b) [Subject to Section 6.07], if the Special Servicer determines
that a modification, waiver or amendment (including, without limitation, the
forgiveness or deferral of interest or principal or the substitution of
collateral pursuant to the terms of the Mortgage Loan or otherwise, the release
of collateral or the pledge of additional collateral) of the terms of a
Specially Serviced Mortgage Loan with respect to which a payment default or
other material default has occurred or a payment default or other material
default is, in the Special Servicer's judgment, reasonably foreseeable (as
evidenced by an Officer's Certificate of the Special Servicer), is reasonably
likely to produce a greater recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) than liquidation of
such Specially Serviced Mortgage Loan, then the Special Servicer may, but is not
required to, [with the approval or deemed approval of the Extension Adviser, in
the case of an extension of the maturity of a Specially Serviced Mortgage Loan
beyond the third anniversary of such Mortgage Loan's original maturity date,]
agree to a modification, waiver or amendment of such Specially Serviced Mortgage
Loan, subject to the provisions of this Section 3.20(b) and Section 3.20(c).

            The Special Servicer shall use its best efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:

            (i) extend the maturity date of any such Specially Serviced Mortgage
      Loan to a date occurring later than the earlier of (a) two years prior to
      the Rated Final Distribution Date and (b) if such Specially Serviced
      Mortgage Loan is secured by a leasehold estate and not also the related
      fee interest, the date occurring twenty years prior to the expiration of
      such leasehold;

            (ii) reduce the related Net Mortgage Rate on any such Specially
      Serviced Mortgage Loan to less than the lesser of (a) the original Net
      Mortgage Rate and (b) ___% per annum; or

            (iii) provide for the deferral of interest unless (a) interest
      accrues thereon, generally, at the related Mortgage Rate and (b) the
      aggregate amount of such deferred interest does not exceed 10% of the
      unpaid principal balance of the Specially Serviced Mortgage Loan.

            (c) Any provision of this Section 3.20 to the contrary
notwithstanding, except when a Mortgage Loan is in default or default with
respect thereto is reasonably foreseeable, no fee described in this paragraph
shall be collected by any Servicer or Special Servicer from a Mortgagor (or on
behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b).

            (d) To the extent consistent with this Agreement, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
that is not in default or as to which default is not reasonably foreseeable if
it provides the Trustee with an Opinion of Counsel (at the expense of the
related Mortgagor or such other Person requesting such modification or, if such
expense cannot be collected from the related Mortgagor or such other Person, to
be paid by the Servicer as a Servicing Advance) to the effect that the
contemplated waiver, modification or amendment (i) will not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause (x) any of the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or
(y) any of the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to any tax
under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer
may not waive the payment of any Prepayment Premiums or Yield Maintenance Charge
with respect to any Mortgage Loan that is not a Specially Serviced Mortgage
Loan.

            (e) In the event of a modification which creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.

            (f) Subject to Section 3.20(c), the Servicer and the Special
Servicer each may, as a condition to its granting any request by a Mortgagor for
consent, modification (including extensions), waiver or indulgence or any other
matter or thing, the granting of which is within the Servicer's or the Special
Servicer's, as the case may be, discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to the Servicer or
the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in
connection with such request.

            (g) All modifications (including extensions), waivers and amendments
of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in
writing, signed by the Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if
such guarantor's signature is required by the Special Servicer in accordance
with the Servicing Standards).

            (h) Each of the Servicer and the Special Servicer shall notify the
Rating Agencies, the Trustee, the Paying Agent, the Mortgage Loan Sellers (if
such Mortgage Loan Seller is not a Servicer or Subservicer of such Mortgage Loan
or a Certificateholder) and each other in writing of any modification, waiver or
amendment of any term of any Mortgage Loan and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof. In addition, the Special Servicer shall
promptly send a copy of such a modification, waiver or amendment to the
Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Trustee or its receipt from the Special
Servicer, as applicable, the Servicer shall forward a copy thereof to each
Holder of a Class [F], Class [G] and Class [H] Certificate.

            (i) To the extent that either the Servicer or Special Servicer
waives any Penalty Charges in respect of any Mortgage Loan, the respective
amounts of additional servicing compensation payable to the Servicer and the
Special Servicer out of such Penalty Charges shall be reduced proportionately
based upon the respective amounts that had been payable thereto out of such
Penalty Charges immediately prior to such waiver.

            (j) Notwithstanding the foregoing, neither the Servicer nor the
Special Servicer shall permit the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan set forth on Schedule
4 (or any portion thereof) unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8) and the Servicer or the Special Servicer, as
applicable, has received (i) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows
sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan in compliance with the requirements of the terms
of the related Mortgage Loan documents, (ii) one or more Opinions of Counsel (at
the expense of the related Mortgagor) to the effect that the Trustee, on behalf
of the Trust Fund, will have a first priority perfected security interest in
such substituted Mortgage Property; provided, however, that to the extent the
related Mortgage Loan documents provide the lender with discretion, the Servicer
shall require that the related Mortgagor pay the cost of any such opinion as a
condition to granting such defeasance, (iii) to the extent required under the
related Mortgage Loan documents, or to the extent the Mortgage Loan documents
provide the lender with discretion, the Servicer shall require the borrower to
establish a single purpose entity to act as a successor borrower, and (iv) to
the extent permissible under the Mortgage Loan documents, the Servicer shall
require the related Mortgagor to obtain written confirmation from the Rating
Agencies that such defeasance will not cause the downgrade, withdrawal or
modification of the then current ratings of the Certificates; provided, however,
that the Servicer shall not require the related Mortgagor to obtain such written
confirmation from [__________] to the extent that such Mortgagor has obtained
the certificate required pursuant to clause (i) above, obtained the opinion
required pursuant to clause (ii) above and established the single purpose entity
pursuant to clause (iii) above.

            Section 3.21      Transfer of Servicing Between Servicer and Special
                              Servicer; Record Keeping; Asset Status Report.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Servicer shall immediately give notice
thereof, and shall deliver the related Mortgage File and Credit File to the
Special Servicer and shall use its best efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan either in the Servicer's possession or otherwise available to the
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Servicer shall use its best efforts to comply with the preceding
sentence within 5 Business Days of the occurrence of each related Servicing
Transfer Event and in any event shall continue to act as Servicer and
administrator of such Mortgage Loan until the Special Servicer has commenced the
servicing of such Mortgage Loan, which will commence upon receipt by the Special
Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the
Paying Agent, the Underwriters, the Placement Agents and to each Holder of a
Class [F], Class [G] and Class [H] Certificate a copy of the notice of such
Servicing Transfer Event provided by the Servicer to the Special Servicer
pursuant to this Section. The Paying Agent shall deliver to each Controlling
Class Certificateholder a copy of the notice of such Servicing Transfer Event
provided by the Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become current and has remained current for three consecutive
Monthly Payments (provided, that (i) no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage
Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the Special Servicer shall immediately give notice thereof, and shall
return the related Mortgage File and Credit File to the Servicer (or copies
thereof if copies only were delivered to the Special Servicer) and upon giving
such notice, and returning such Mortgage File and Credit File to the Servicer,
the Special Servicer's obligation to service such Corrected Mortgage Loan shall
terminate and the obligations of the Servicer to service and administer such
Mortgage Loan shall re-commence.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Servicer), and provide the Servicer with
copies of any additional related Mortgage Loan information including
correspondence with the related Mortgagor.

            (c) Notwithstanding the provisions of Section 3.12(d), the Servicer
shall maintain ongoing payment records with respect to each of the Specially
Serviced Mortgage Loans and REO Properties and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement provided that the Servicer shall only
be required to maintain in such records to the extent the Special Servicer has
provided such information to the Servicer.

            (d) No later than 30 days after a Servicing Transfer Event for a
Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Servicer,
the Mortgage Loan Sellers (if such Mortgage Loan Seller is not Servicer or
Subservicer of such Mortgage Loan), each Rating Agency, each Class [H]
Certificateholder and subsequent Controlling Class Certificateholder certified
as such by the Certificate Registrar (who shall also furnish the address of each
Controlling Class Certificateholder) and the Directing Certificateholder a
report (the "Asset Status Report") with respect to such Mortgage Loan and the
related Mortgaged Property, provided, however, the Special Servicer shall not be
required to deliver an Asset Status Report to the Directing Certificateholder if
they are the same entity. 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 Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standards, 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 Servicer for regular servicing or otherwise realized upon;

            (v) a copy of the last obtained Appraisal of the Mortgaged Property;
      and

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

            If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standards
or the terms of the applicable Mortgage Loan documents. If the Directing
Certificateholder disapproves such Asset Status Report, the Special Servicer
will revise such Asset Status Report and deliver to the Directing
Certificateholder, the Rating Agencies and the Servicer a new Asset Status
Report as soon as practicable, but in no event later than 30 days after such
disapproval. The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Directing Certificateholder
shall fail to disapprove such revised Asset Status Report in writing within 10
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes one of the determinations described below. Notwithstanding the
foregoing, in the event the Directing Certificateholder and the Special Servicer
have been unable to agree upon an Asset Status Report with respect to a
Specially Serviced Mortgage Loan within 90 days of the Directing
Certificateholder's receipt of the initial Asset Status Report, the Special
Servicer shall implement the actions described in the most recent Asset Status
Report submitted to the Directing Certificateholder by the Special Servicer. The
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a 10 Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and it has made a reasonable
effort to contact the Directing Certificateholder and (ii) in any case, shall
determine whether such affirmative disapproval is not in the best interest of
all the Certificateholders pursuant to the Servicing Standards. Upon making such
determination, the Special Servicer shall notify the Paying Agent and the
Trustee of such rejection and deliver to the Paying Agent and the Trustee a
proposed notice to Certificateholders which shall include a copy of the Asset
Status Report, and the Paying Agent shall send such notice to all
Certificateholders. If the majority of such Certificateholders, as determined by
Voting Rights, fail, within 5 days of the Paying Agent's sending such notice, to
reject such Asset Status Report, the Special Servicer shall implement the same.
If the Asset Status Report is rejected by the Certificateholders, the Special
Servicer shall revise such Asset Status Report as described above in this
Section 3.21(e). The Paying Agent shall be entitled to reimbursement from the
Trust Fund for the reasonable expenses of providing such notices.

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standards and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standards.

            No direction of the Directing Certificateholder shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Mortgage
Loan, applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC, or
(b) result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions, or (c) expose the Servicer, the
Special Servicer, the Depositor, the Mortgage Loan Sellers, the Trust Fund, the
Trustee or their officers, directors, employees or agents to any claim, suit or
liability or (d) materially expand the scope of the Special Servicer's,
Trustee's or the Servicer's responsibilities under this Agreement.

            (e) Upon receiving notice of (i) the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without
regard to the 60 day period set forth therein) or (ii) the request by a
Mortgagor for the amendment or modification of a Mortgage Loan which is not a
Specially Serviced Mortgage Loan for which either the consent of the Special
Servicer is required or the Special Servicer is responsible for such amendment
or modification pursuant to Section 3.20, the Servicer shall immediately give
notice thereof, and shall deliver copies of the related Mortgage File and Credit
File to the Special Servicer and shall use its reasonable best efforts to
provide the Special Servicer with all information relating to the Mortgage Loan
and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor and prepare for any such proceedings. The Servicer shall
use its reasonable best efforts to comply with the preceding sentence within 5
Business Days of the occurrence of each such event. Upon receiving such
documents and information, the Special Servicer shall treat such Mortgage Loan
as if it were a Specially Serviced Mortgage Loan. Notwithstanding the foregoing,
the occurrence of any event described in clause (i) or (ii) above shall not in
and of itself be considered a Servicing Transfer Event and, unless a Servicing
Transfer Event has occurred with respect to a related Mortgage Loan, the
Servicer shall continue to act as Servicer and administrator of such Mortgage
Loan and no fees shall be payable to the Special Servicer with respect to such
Mortgage Loan other than any related modification, assumption or extension fees
provided for herein; provided, however, that in the event a Mortgage Loan
subject to clause (i) above becomes a Specially Serviced Mortgage Loan, such
Mortgage Loan shall be deemed to have been a Specially Serviced Mortgage Loan
upon the occurrence of the event described in clause (i) above and a Special
Servicing Fee shall be paid with respect thereto.

            Section 3.22      Sub-Servicing Agreements.

            (a) The Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations
under Articles III and IV hereof; provided that the Sub-Servicing Agreement as
amended or modified: (i) is consistent with this Agreement in all material
respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Servicer shall for any
reason no longer act in such capacity hereunder (including, without limitation,
by reason of an Event of Default), the Trustee or its designee shall thereupon
assume all of the rights and, except to the extent they arose prior to the date
of assumption, obligations of the Servicer under such agreement, or,
alternatively, may act in accordance with Section 7.02 hereof under the
circumstances described therein (subject to Section 3.22(g) hereof); (iii)
provides that the Trustee for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of the Servicer
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, any successor Servicer or any Certificateholder shall
have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty and (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund. Any successor Servicer hereunder
shall, upon becoming successor Servicer, be assigned and shall assume any
Sub-Servicing Agreements from the predecessor Servicer (subject to Section
3.22(g) hereof). In addition, each Sub-Servicing Agreement entered into by the
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however,
that the Sub-Servicing Agreement may provide that the Sub-Servicer will continue
to make all Advances and calculations and prepare all reports required under the
Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and
continue to collect its Servicing Fee as if no Servicing Transfer Event had
occurred and with respect to REO Properties (and the related REO Loans) as if no
REO Acquisition had occurred and to render such incidental services with respect
to such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The Servicer shall deliver to the
Trustee and the Paying Agent copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it promptly upon
its execution and delivery of such documents. References in this Agreement to
actions taken or to be taken by the Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer to satisfy the obligations of the
Servicer hereunder to make Advances shall be deemed to have been advanced by the
Servicer out of its own funds and, accordingly, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section
3.03(e), such interest to be allocable between the Servicer and such
Sub-Servicer pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Servicer shall be deemed to have received any payment
when a Sub-Servicer retained by it receives such payment. The Servicer shall
notify the Special Servicer, the Trustee and the Depositor in writing promptly
of the appointment by it of any Sub-Servicer. Except as otherwise provided
herein, the Special Servicer may not enter into Sub-Servicing Agreements and may
not assign any of its servicing obligations hereunder.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall (at no expense to
the Trustee, the Certificateholders or the Trust Fund) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement; provided, however, with respect to the Sub-Servicing Agreement (the
"[__________] Sub-Servicing Agreement") with [__________] ("[__________]") dated
as of the date hereof, so long as [__________] is an approved master servicer by
each of the Rating Agencies, the Servicer's obligation to monitor [__________]
shall not require the Servicer to exercise approval rights with respect to the
actions of [__________] pursuant to the [__________] Sub-Servicing Agreement.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as the Servicer would
require were it the owner of the Mortgage Loans. The Servicer shall have the
right to remove a Sub-Servicer retained by it in accordance with the terms of
the related Sub-Servicing Agreement.

            (d) In the event the Trustee or its designee becomes successor
Servicer and assumes the rights and obligations of the Servicer under any
Sub-Servicing Agreement, the Servicer, at its expense, shall deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
the Servicer represents and warrants that it shall remain obligated and liable
to the Trustee and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Servicer shall pay the fees of any Sub-Servicer thereunder from its own
funds. In no event shall the Trust Fund bear any termination fee required to be
paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.

            (f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such
Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held
liable for any negligence, and shall be indemnified by the Sub-Servicer, with
respect to, or misuse of, any such power of attorney by a Sub-Servicer.

            (g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Servicer, the Trustee or such
successor Servicer shall have the right to terminate such Sub-Servicing
Agreement with or without cause and without a fee. Notwithstanding the
foregoing, the Trustee and any successor Servicer shall assume the [__________]
Sub-Servicing Agreement unless [__________] has been terminated in accordance
with the succeeding paragraph.

            In the event [__________] is not an acceptable master servicer to
[__________], and does not have an approved servicer rating from [__________] at
the time the Trustee or a successor Trustee becomes successor Servicer,
[__________] shall have 30 days after notice from the Trustee or the successor
Trustee to either (i) cure such failure or (ii) assign such Sub-Servicing
Agreement to a Successful Sub-Servicing Bidder (as defined below). If
[__________] fails to either (i) cure such failure or (ii) assign such
Sub-Servicing Agreement to a Successful Sub-Servicing Bidder, the Trustee or the
successor Servicer may terminate the [__________] Sub-Servicing Agreement.

            A "Successful Sub-Servicing Bidder" will be any prospective
subservicer candidate reasonably acceptable to the Depositor and acceptable to
the Rating Agencies, as evidenced by written confirmation from the Rating
Agencies that the assumption by such Successful Sub-Servicing Bidder of the
[__________] Sub-Servicing Agreement will not cause the downgrade, withdrawal or
qualification of the then current ratings of the Certificates, which candidate
would be eligible to act as Sub-Servicer hereunder.

            (h) Promptly (but in no event later than 5 Business Days) after the
execution of any Sub-Servicing Agreement, the Servicer shall forward a copy of
such Sub-Servicing Agreement to the Trustee and the Special Servicer. The
Special Servicer shall comply with the terms of each such Sub-Servicing
Agreement to the extent the terms thereof are not inconsistent with the terms of
this Agreement and the Special Servicer's obligations hereunder. With respect to
Mortgage Loans subject to a Sub-Servicing Agreement, the Special Servicer shall,
among other things, remit amounts, deliver reports and information, and afford
access to facilities and information to the related Sub-Servicer that would be
required to be remitted, delivered or afforded, as the case may be, to the
Servicer pursuant to the terms hereof within a sufficient period of time to
allow the Sub-Servicer to fulfill its obligations under such Sub-Servicing
Agreement and in no event later than 1 Business Day prior to the applicable
Determination Date (or such other date as specified herein).

            Section 3.23      Representations,  Warranties  and  Covenants of
                              the Servicer.

            (a) The Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor,
the Special Servicer and the Fiscal Agent, as of the Closing Date, that:

            (i) The Servicer is a [__________] duly organized, validly existing
      and in good standing under the laws of the State of [__________], and the
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Servicer,
      and the performance and compliance with the terms of this Agreement by the
      Servicer, will not violate the Servicer's [_____] and [_____] or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, or result in the violation of any
      law, rule, regulation, order, judgment or decree to which the Servicer or
      its property is subject;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the Trustee, the Special Servicer and the Depositor,
      constitutes a valid, legal and binding obligation of the Servicer,
      enforceable against the Servicer in accordance with the terms hereof,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and other laws affecting the enforcement of creditors' rights generally,
      and general principles of equity, regardless of whether such enforcement
      is considered in a proceeding in equity or at law;

            (iv) The Servicer is not in default with respect to any law, any
      order or decree of any court, or any order, regulation or demand of any
      federal, state, municipal or governmental agency, which default might have
      consequences that would materially and adversely affect the condition
      (financial or other) or operations of the Servicer or its properties or
      might have consequences that would materially and adversely affect its
      ability to perform its duties and obligations hereunder;

            (v) No litigation is pending or, to the best of the Servicer's
      knowledge, threatened against the Servicer which would prohibit the
      Servicer from entering into this Agreement or, in the Servicer's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Servicer to perform its obligations under
      this Agreement or the financial condition of the Servicer;

            (vi) The Servicer will examine each Sub-Servicing Agreement and will
      be familiar with the terms thereof. Any Sub-Servicing Agreements will
      comply with the provisions of Section 3.22;

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Servicer, or compliance by the Servicer with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Servicer of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Servicer to perform its obligations hereunder; and

            (viii) The Servicer has full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. The Servicer
shall indemnify the Trustee, the Fiscal Agent and the Trust Fund and hold each
of them harmless against any losses, damages, penalties, fines, forfeitures, and
reasonable legal fees and related costs, judgments, and other costs and expenses
resulting from any claim, demand, defense or assertion arising from, or
resulting from a material breach of the Servicer's representations and
warranties contained in paragraph (a) above. Such indemnification shall survive
any termination or resignation of the Servicer, any resignation or termination
of the Trustee and any termination of the Agreement.

            Section 3.24      Representations,  Warranties  and  Covenants of
                              the Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Servicer and the Fiscal Agent, as of the Closing Date, that:

            (i) The Special Servicer is a [__________] duly organized, validly
      existing and in good standing under the laws of the State of _______, and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      [__________] and [__________] or constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under,
      or result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject;

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Special Servicer;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer;

            (vii) Each officer, director, manager or employee of the Special
      Servicer that has or, following the occurrence of a Servicing Transfer
      Event, would 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
      3.07(c). Neither the Special Servicer nor any of its officers, directors,
      managers or employees that is or, following the occurrence of a Servicing
      Transfer Event, would be involved in the servicing or administration of
      Mortgage Loans has been refused such coverage or insurance; and

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has not been obtained or cannot be obtained prior to the
      actual performance by the Special Servicer of its obligations under this
      Agreement, and which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. The Special
Servicer shall indemnify the Trustee, the Fiscal Agent and the Trust Fund and
hold them harmless against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses
resulting from any claim, demand, defense or assertion based on or grounded
upon, or resulting from a material breach of the Special Servicer's
representations and warranties contained in paragraph (a) above. Such
indemnification shall survive any termination or resignation of the Special
Servicer, the termination or resignation of the Trustee and any termination of
the Agreement.

            Section 3.25      [Interest Reserve Account.]

            (a) [On each P&I Advance Date relating to any Interest Accrual
Period ending in any January and on any P&I Advance Date which occurs in a year
which is not a leap year relating to any Interest Accrual Period ending in any
December, the Paying Agent, in respect of the Interest Reserve Loans, shall
deposit 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 preceding the month in which such P&I Advance Date occurs
at the related Mortgage Rate, to the extent a full Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive
February and January, "Withheld Amounts").

            (b) On each P&I Advance Date occurring in March, the Paying Agent
shall withdraw, from the Interest Reserve Account an amount equal to the
Withheld Amounts from the preceding January (if applicable) and February, if
any, and deposit such amount into the Lower-Tier Distribution Account.]

            Section 3.26      [Excess Interest Distribution Account.]

            [Prior to the applicable Distribution Date, the Servicer is required
to remit to the Paying Agent for deposit into the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the related Due
Period.]

            Section 3.27      [Duties of the Extension Adviser.]

            (a) [The Special Servicer may not extend the maturity of any
Specially Serviced Mortgage Loan beyond the third anniversary of such Mortgage
Loan's original maturity date, unless the Extension Adviser elected pursuant to
Section 3.26 shall have approved such extension in writing within 10 days after
receiving from the Special Servicer the information, analysis and certification
required by Section 3.25(b). If a written objection to such extension from the
Extension Adviser has not been received by the Special Servicer within said
10-day period, then the Extension Adviser's approval shall be deemed to have
been given.

            (b) The Special Servicer shall, with respect to any proposed
extension of a Specially Serviced Mortgage Loan beyond the third anniversary of
such Mortgage Loan's original maturity date, prepare and deliver to the
Extension Adviser, a summary of such proposed extension and an analysis
summarizing the basis of its conclusion that such extension is reasonably likely
to produce a greater recovery on a present value basis (the relevant discounting
to be performed at the related Net Mortgage Rate) than liquidation of such
Mortgage Loan. Such analysis shall specify the basis on which the Special
Servicer has made such determination, including the status of any existing
material default or the grounds for concluding that a payment default is
imminent. The Special Servicer shall promptly provide the Extension Adviser with
such information as is reasonably requested by the Extension Adviser (including,
without limitation, operating statements, rents rolls, appraisals, environmental
reports, inspection reports and financial statements of the applicable
Mortgagor) in connection with any proposed extension that is in the Special
Servicer's possession or is reasonably obtainable by the Special Servicer. The
Extension Adviser shall be entitled to rely on the information provided by the
Special Servicer without any independent investigation or verification on the
part of the Extension Adviser. In addition, the Special Servicer, in connection
with each request for extension, shall provide to the Extension Adviser an
Officer's Certificate confirming that all conditions precedent to the granting
of any such extension set forth in this Agreement (other than the approval of
the Extension Adviser) have been satisfied.

            (c) No direction of the Extension Adviser shall (i) require or cause
the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC, or
(ii) result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions, or (iii) expose the Servicer, the
Special Servicer, the Depositor, the Mortgage Loan Seller, the Trust Fund, the
Trustee, the Fiscal Agent or their officers, directors, employees or agents to
any claim, suit or liability or (iv) materially expand the scope of the Special
Servicer's or the Servicer's responsibilities under this Agreement.]

            Section 3.28      [Extension Adviser; Elections.]

            (a) [The Class [A], Class [B], Class [C], Class [D] and Class [E]
Certificateholders will be entitled to elect, and shall be deemed to have
elected, the Trustee or a designee of the Trustee as their representative (the
"Extension Adviser") as provided in this Section 3.26. The Trustee (or any other
Person duly elected as Extension Adviser) may resign as Extension Adviser at any
time for any reason or no reason upon not less than five Business Days' written
notice to the Depositor, the Trustee, the Special Servicer, the Servicer and
each Class [A], Class [B], Class [C], Class [D] and Class [E] Certificateholder.
Promptly after the Closing Date (but in no event later than 30 days after the
Closing Date), the Trustee shall hold an election to determine the Extension
Adviser. In addition, upon (i) the receipt by the Trustee of written requests
for an election of an Extension Adviser from such Certificateholders
representing more than 50% of the Voting Rights of all the Class [A], Class [B],
Class [C], Class [D] and Class [E] Certificates or (ii) the resignation or
removal of the Person acting as Extension Adviser, an election of a successor
Extension Adviser shall be held commencing as soon as practicable thereafter.
The Extension Adviser shall be elected for the purpose of approving certain
actions of the Special Servicer specified herein in respect of extending the
maturity of any Specially Serviced Mortgage Loan beyond the third anniversary of
its original maturity date. The Extension Adviser shall not be entitled to
receive a fee for acting in such capacity.

            (b) Promptly after the Closing Date and after any such receipt,
resignation, removal or determination contemplated by Section 3.26(a), the
Trustee shall call a meeting of the Holders of the Class [A], Class [B], Class
[C], Class [D] and Class [E] Certificates, if any, for the purpose of electing
an Extension Adviser. Notice of any such meeting of such Holders shall be mailed
or delivered to each Holder not less than 10 days nor more than 60 days prior to
the meeting; provided, however, that notice of the initial election shall be
mailed or delivered no later than 3 days after the Closing Date. The notice
shall state the place and the time of the meeting, which may be held by
telephone. Certificateholders representing a majority (by Certificate Balance)
of the Certificates of the applicable Class or Classes, present in person or
represented by proxy, shall constitute a quorum for the nomination of an
Extension Adviser. At the meeting, each such Holder shall be entitled to
nominate one Person to act as Extension Adviser. The Trustee shall cause the
election of the Extension Adviser to be held as soon thereafter as convenient.

            (c) Each Holder of a Class [A], Class [B], Class [C], Class [D] and
Class [E] Certificate shall be entitled to vote in each election of the
Extension Adviser. The voting in each election of the Extension Adviser shall be
in writing mailed, 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 such
Certificates representing more than 50% of the Voting Rights of all the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates, which votes are
cast for a single Person, such Person shall be, upon such Person's acceptance,
the Extension Adviser. In the event that after the Closing Date an Extension
Adviser shall have resigned or been removed and a successor Extension Adviser
shall not have been elected, there shall be no Extension Adviser.
Notwithstanding anything to the contrary contained herein, the Special Servicer
shall not have any right or obligation to consult with or to seek and/or obtain
approval or direction from an Extension Adviser, and provisions of this
Agreement relating thereto shall be of no effect, in any event during any such
period that there is no Extension Adviser.

            (d) The Extension Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Trustee, of Holders of such
Certificates representing more than 50% of the Voting Rights of all the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates.

            (e) The Trustee shall act as judge of each election of an Extension
Adviser, and, absent manifest error, the determination of the results of any
such 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 such election. Upon election of a
successor Extension Adviser, the Trustee shall promptly mail notice thereof by
first class mail to the Depositor, the Servicer, the Special Servicer, the
Mortgage Loan Seller, the Directing Certificateholder, the Underwriters, the
Placement Agents, the Holders of the Class [F], Class [G] and Class [H]
Certificates and each of the Rating Agencies.]

            Section 3.29      [Limitation on Liability of Extension Adviser.]

            [The Extension Adviser will be acting solely as a representative of
the interests of the Class [A], Class [B], Class [C], Class [D] and Class [E]
Certificateholders, and shall not have any responsibility or liability to the
Trust Fund or any other Class or Classes of 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 Extension Adviser against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations or duties hereunder. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Extension Adviser may take
actions that favor the interests of one or more Classes of the Certificates over
other Classes of the Certificates and that the Extension Adviser may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Extension Adviser, agrees to take no action against the Extension Adviser or any
of its officers, directors, employees, principals or agents as a result of such
a special relationship or conflict.]

                             [End of Article III]




<PAGE>


                                  ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01      Distributions.

            (a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Paying Agent shall transfer
the Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to
the Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:

            (i) first, to the Holders of the Class [A-1] Certificates, the Class
      [A-2] Certificates and the Class [X] Certificates, pro rata (based upon
      their respective entitlements to interest for such Distribution Date), in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Classes of Certificates for such
      Distribution Date;

            (ii) second, (A) to the Holders of the Class [A-1] Certificates, in
      reduction of the Certificate Balance thereof, an amount equal to the
      Principal Distribution Amount, until the outstanding Certificate Balance
      of such Class has been reduced to zero and (B) after the Certificate
      Balance of the Class [A-1] Certificates has been reduced to zero, to the
      Holders of the Class [A-2] Certificates, in reduction of the Certificate
      Balance thereof, an amount equal to the Principal Distribution Amount (or
      the portion thereof remaining after any distributions in respect of the
      Class [A-1] Certificates on such Distribution Date), until the outstanding
      Certificate Balance of such Class has been reduced to zero;

            (iii) third, to the Holders of the Class [A-1] Certificates and the
      Class [A-2] Certificates, pro rata (based upon the aggregate unreimbursed
      Collateral Support Deficit allocated to each such Class), until all
      amounts of Collateral Support Deficit previously allocated to such
      Classes, but not previously reimbursed, have been reimbursed in full;

            (iv) fourth, to the Holders of the Class [B] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (v)fifth, after the Certificate Balances of the Class [A-1] and
      Class [A-2] Certificates have been reduced to zero, to the Holders of the
      Class [B] Certificates, in reduction of the Certificate Balance thereof,
      an amount equal to the Principal Distribution Amount (or the portion
      thereof remaining after any distributions in respect of the Class [A]
      Certificates on such Distribution Date), until the outstanding Certificate
      Balance of the Class [B] Certificates has been reduced to zero;

            (vi) sixth, to the Holders of the Class [B] Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class
      [B] Certificates, but not previously reimbursed, have been reimbursed in
      full;

            (vii) seventh, to the Holders of the Class [C] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (viii) eighth, after the Certificate Balances of the Class [A-1],
      Class [A-2] and Class [B] Certificates have been reduced to zero, to the
      Holders of the Class [C] Certificates, in reduction of the Certificate
      Balance thereof, an amount equal to the Principal Distribution Amount (or
      the portion thereof remaining after any distributions in respect of the
      Class [A] and Class [B] Certificates on such Distribution Date), until the
      outstanding Certificate Balance of the Class [C] Certificates has been
      reduced to zero;

            (ix) ninth, to the Holders of the Class [C] Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class
      [C] Certificates, but not previously reimbursed, have been reimbursed in
      full;

            (x) tenth, to the Holders of the Class [D] Certificates, in respect
      of interest, up to an amount equal to the aggregate Interest Distribution
      Amount in respect of such Class of Certificates for such Distribution
      Date;

            (xi) eleventh, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [B] and Class [C] Certificates have been reduced to
      zero, to the Holders of the Class [D] Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount (or the portion thereof remaining after any distributions in
      respect of the Class [A], Class [B] and Class [C] Certificates on such
      Distribution Date), until the outstanding Certificate Balance of the Class
      [D] Certificates has been reduced to zero;

            (xii) twelfth, to the Holders of the Class [D] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [D] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xiii) thirteenth, to the Holders of the Class [E] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xiv) fourteenth, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [B], Class [C] and Class [D] Certificates have been
      reduced to zero, to the Holders of the Class [E] Certificates, in
      reduction of the Certificate Balance thereof, an amount equal to the
      Principal Distribution Amount (or the portion thereof remaining after any
      distributions in respect of the Class [A], Class [B], Class [C] and Class
      [D] Certificates on such Distribution Date), until the outstanding
      Certificate Balance of the Class [E] Certificates has been reduced to
      zero;

            (xv) fifteenth, to the Holders of the Class [E] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [E] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xvi) sixteenth, to the Holders of the Class [F] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xvii) seventeenth, after the Certificate Balances of the Class
      [A-1], Class [A-2], Class [B], Class [C], Class [D] and Class [E]
      Certificates have been reduced to zero, to the Holders of the Class [F]
      Certificates, in reduction of the Certificate Balance thereof, an amount
      equal to the Principal Distribution Amount (or the portion thereof
      remaining after any distributions in respect of the Class [A], Class [B],
      Class [C], Class [D] and Class [E] Certificates on such Distribution
      Date), until the outstanding Certificate Balance of the Class [F]
      Certificates has been reduced to zero;

            (xviii) eighteenth, to the Holders of the Class [F] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [F] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xix) nineteenth, to the Holders of the Class [G] Certificates in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xx) twentieth, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [B], Class [C], Class [D], Class [E] and Class [F]
      Certificates have been reduced to zero, to the Holders of the Class [G]
      Certificates, in reduction of the Certificate Balance thereof, an amount
      equal to the Principal Distribution Amount (or the portion thereof
      remaining after any distributions in respect of the Class [A], Class [B],
      Class [C], Class [D], Class [E] and Class [F] Certificates on such
      Distribution Date), until the outstanding Certificate Balance of the Class
      [G] Certificates has been reduced to zero;

            (xxi) twenty-first, to the Holders of the Class [G] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [G] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxii) twenty-second, to the Holders of the Class [H] Certificates
      in respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xxiii) twenty-third, after the Certificate Balances of the Class
      [A-1], Class [A-2], Class [B], Class [C], Class [D], Class [E], Class [F]
      and Class [G] Certificates have been reduced to zero, to the Holders of
      the Class [H] Certificates, in reduction of the Certificate Balance
      thereof, an amount equal to the Principal Distribution Amount (or the
      portion thereof remaining after any distributions in respect of the Class
      [A], Class [B], Class [C], Class [D], Class [E], Class [F] and Class [G]
      Certificates on such Distribution Date), until the outstanding Certificate
      Balance of the Class [H] Certificates has been reduced to zero;

            (xxiv) twenty-fourth, to the Holders of the Class [H] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [H] Certificates, but not previously reimbursed, have been
      reimbursed in full; and

            (xxv) twenty-fifth, to the Holders of the Class [R] Certificates,
      the amount, if any, of the Available Distribution Amount remaining in the
      Upper-Tier Distribution Account with respect to such Distribution Date.

            (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall receive distributions in respect of principal or reimbursement of
Collateral Support Deficit in an amount equal to the amount of principal or
reimbursement of Collateral Support Deficit distributable to its respective
Related Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, each Uncertificated Lower-Tier Interest (other than the Class
[LA-1] Uncertificated Interest and the Class [LWAC] Uncertificated Interest)
shall receive distributions in respect of interest in an amount equal to the
Interest Distribution Amount in respect of its Related Certificates, in each
case to the extent actually distributable thereon as provided in Section
4.01(a). On each Distribution Date, the Class [LA-1] Uncertificated Interest
shall receive distributions in respect of interest in an amount equal to the sum
of (i) the amount of interest distributable on the Class [A-1] Certificates and
(ii) an amount equal to the product of the Class [LA-1] Interest Fraction and
the amount of interest distributable on the Class [X] Certificates. On each
Distribution Date, the Class [LWAC] Uncertificated Interest shall receive
distributions in respect of interest for the related Interest Accrual Period in
an amount equal to one-twelfth of the product of (i) the Class [LWAC]
Pass-Through Rate and (ii) the Class [LWAC] Notional Amount. Such amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount," and shall be made by the
Paying Agent by depositing such Lower-Tier Distribution Amount in the Upper-Tier
Distribution Account.

            As of any date, the principal balance of each Uncertificated
Lower-Tier Interest (other than the Class [LWAC] Uncertificated Interest) equals
the Certificate Balance of the Related Certificates with respect thereto. The
initial principal balance of each Uncertificated Lower-Tier Interest equals the
respective Original Lower-Tier Principal Amount. The pass-through rate with
respect to each Uncertificated Lower-Tier Interest will be the rate per annum
set forth in the Preliminary Statement hereto.

            Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
shall be distributed to the Holders of the Class [LR] Certificates (but only to
the extent of the Available Distribution Amount for such Distribution Date
remaining in the Lower-Tier Distribution Account, if any).

            (c) On and after the Distribution Date on which the Certificate
Balances of the Subordinate Certificates have all been reduced to zero (without
regard to any amounts of Collateral Support Deficit remaining unreimbursed), the
Principal Distribution Amount will be distributed, pro rata (based upon
Certificate Balances), among the Class [A] Certificates without regard to the
priorities set forth in Section 4.01(a)(ii).

            (d) On each Distribution Date, the Paying Agent shall withdraw from
the Lower-Tier Distribution Account an aggregate amount equal to all Prepayment
Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans
or any REO Loans during the related Due Period and shall distribute such amount
in respect of the Class [LA-1] Uncertificated Interest by depositing such amount
in the Upper-Tier Distribution Account (notwithstanding that all principal and
interest distributable with respect to the Class [LA-1] Uncertificated Interest
has been paid in full).

            (e) On each Distribution Date, until the Certificate Balances of the
Class [A-1], Class [A-2], Class [B], Class [C], Class [D] and Class [E]
Certificates have each been reduced to zero, the Paying Agent shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent
Prepayment Premiums actually collected on Mortgage Loans or REO Loans during the
related Due Period and remitted in respect of the Class [LA-1] Uncertificated
Interest pursuant to Section 4.01(d), and shall distribute to each of the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates, for each such
Class an amount equal to the product of (a) a fraction, the numerator of which
is the amount of principal distributed with respect to such Class pursuant to
Section 4.01(a) on such Distribution Date, and the denominator of which is the
total amount of principal distributed to all Classes of Certificates pursuant to
Section 4.01(a) on such Distribution Date, (b) 25% and (c) the total amount of
Prepayment Premiums collected during the related Due Period. Any Prepayment
Premiums received during the related Due Period with respect to such Mortgage
Loans or REO Loans and remitted in respect of the Class [LA-1] Uncertificated
Interest pursuant to Section 4.01(d), remaining after such distributions shall
be distributed on the Class [X] Certificates.

            On each Distribution Date, until the Certificate Balances of the
Class [A-1], Class [A-2], Class [B], Class [C], Class [D] and Class [E]
Certificates have each been reduced to zero, the Paying Agent shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Yield
Maintenance Charges actually collected on Mortgage Loans or REO Loans during the
related Due Period and remitted in respect of the Class [LA-1] Uncertificated
Interest pursuant to Section 4.01(d), and shall distribute to each of the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates, for each such
Class an amount equal to the product of (a) a fraction, the numerator of which
is the amount of principal distributed with respect to such Class pursuant to
Section 4.01(a) on such Distribution Date, and the denominator of which is the
total amount of principal distributed to all Classes of Certificates pursuant to
Section 4.01(a) on such Distribution Date, (b) the Base Interest Fraction for
the related principal prepayment and such Class of Certificates and (c) the
aggregate amount of Yield Maintenance Charges collected on such principal
prepayment during the related Due Period. Any Yield Maintenance Charges received
during the related Due Period with respect to such Mortgage Loans and remitted
in respect of the Class [LA-1] Uncertificated Interest pursuant to Section
4.01(d) remaining after such distributions shall be distributed on the Class [X]
Certificates.

            Following the reduction of the Certificate Balances of the Class
[A-1], Class [A-2], Class [B], Class [C], Class [D] and Class [E] Certificates
to zero, the Paying Agent shall distribute 100% of any Yield Maintenance Charges
and Prepayment Premiums actually received during the related Due Period with
respect to such Mortgage Loans and remitted in respect of the Class [LA-1]
Uncertificated Interest pursuant to Section 4.01(d), to the Class [X]
Certificates.

            (f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee and the Paying Agent with
wiring instructions no less than 5 Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates) and is the registered owner of
Certificates with an aggregate initial Certificate Balance or Notional Amount,
as applicable, of at least $5,000,000, or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register. The
final distribution on each Certificate (determined without regard to any
possible future reimbursement of Collateral Support Deficit previously allocated
to such Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Paying Agent, the
Trustee, the Certificate Registrar, the Depositor, the Servicer, the Special
Servicer, the Underwriters, the Placement Agents or the Fiscal Agent shall have
any responsibility therefor except as otherwise provided by this Agreement or
applicable law.

            (g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Paying Agent
shall, no later than the related P&I Advance Determination Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect that:

            (i) the Paying Agent expects that the final distribution with
      respect to such Class of Certificates will be made on such Distribution
      Date but only upon presentation and surrender of such Certificates at the
      offices of the Certificate Registrar or such other location therein
      specified; and

            (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee or the Paying Agent as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(g).

            (h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register. Notice of any such distribution to a prior Holder shall be
made in accordance with Section 11.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Paying Agent shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(g) as if such Holder had failed to
surrender its Certificates.

            (i) [On each Distribution Date, any Excess Interest received with
respect to the Mortgage Loans during the related Collection Period shall be
distributed to the holders of the Class S Certificates.]

            Section 4.02      Statements to Certificateholders; CMSA Periodic
                              Update Reports.

            (a) On each Distribution Date, the Paying Agent shall forward or
make available to all of the Holders of each Class of Certificates, the Trustee,
the Underwriters, the Placement Agents, the Servicer, the Special Servicer and a
financial market publisher (which initially shall be Bloomberg, L.P.) a
statement (substantially in the form set forth as Exhibit H hereto and based on
the information supplied to the Paying Agent in the related CMSA Periodic Update
Report in accordance with CMSA guidelines) as to the distributions made on such
Distribution Date (each, a "Distribution Date Statement") setting forth:

            (i) the amount of the distribution on such Distribution Date to the
      Holders of such Class of Certificates in reduction of the Certificate
      Balance thereof;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of such Class of Certificates allocable to Distributable
      Certificate Interest;

            (iii) the aggregate amount of Advances made during the period from
      but not including the previous Distribution Date to and including such
      Distribution Date;

            (iv) the aggregate amount of compensation paid to the Trustee and
      servicing compensation paid to the Servicer and the Special Servicer
      during the Due Period for such Distribution Date;

            (v) the aggregate Stated Principal Balance of the Mortgage Loans and
      any REO Loans outstanding immediately before and immediately after such
      Distribution Date;

            (vi) the number of loans, their aggregate principal balance,
      weighted average remaining term to maturity and weighted average Mortgage
      Rate of the Mortgage Loans as of the end of the related Due Period for
      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
      days or more and (D) current but specially service or in foreclosure but
      not REO Property;

            (viii) the value of any REO Property included in the Trust Fund as
      of the end of the related Due Period for such Distribution Date, based on
      the most recent Appraisal or valuation;

            (ix) the Available Distribution Amount for such Distribution Date;

            (x) the Accrued Distributable Certificate Interest in respect of
      such Class of Certificates for such Distribution Date, separately
      identifying any Certificate Deferred Interest for such Distribution Date
      allocated to such Class of Certificates;

            (xi) the amount of the distribution on such Distribution Date to the
      Holders of such Class of Certificates allocable to (A) Prepayment
      Premiums, (B) Yield Maintenance Charges [and (C) Excess Interest];

            (xii) the Pass-Through Rate for such Class of Certificates (other
      than the Class [X] Certificates) and the [A-1] Component Pass-Through
      Rate, and the WAC Component Pass-Through Rate in the case of the Class [X]
      Certificates for such Distribution Date and the next succeeding
      Distribution Date;

            (xiii) the Scheduled Principal Distribution Amount and the
      Unscheduled Principal Distribution Amount for such Distribution Date;

            (xiv) the Certificate Balance or Notional Amount, as the case may
      be, of each Class of Certificates immediately before and immediately after
      such Distribution Date, separately identifying any reduction therein as a
      result of the allocation of any Collateral Support Deficit on such
      Distribution Date and the aggregate amount of all reductions as a result
      of allocations of Collateral Support Deficits to date;

            (xv) the Certificate Factor for each Class of Regular Certificates
      immediately following such Distribution Date;

            (xvi) the amount of any Appraisal Reductions effected in connection
      with such Distribution Date on a loan-by-loan basis, the total Appraisal
      Reduction effected in connection with such Distribution Date and the total
      Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan
      basis;

            (xvii) the number and related Stated Principal Balance of any
      Mortgage Loans extended or modified during the related Due Period;

            (xviii) the amount of any remaining Class Unpaid Interest Shortfall
      for such Class as of such Distribution Date;

            (xix) a loan-by-loan listing of each Mortgage Loan which was the
      subject of a Principal Prepayment during the related Due Period and the
      amount and the type of Principal Prepayment occurring;

            (xx) a loan-by-loan listing of each Mortgage Loan which was defeased
      during the related Due Period;

            (xxi) all deposits into, withdrawals from, and the balance of the
      Interest Reserve Account on the P&I Advance Date;

            (xxii) in the case of the Residual Certificates, the amount of any
      distributions on such Certificates pursuant to Sections 4.01(a) and (b);

            (xxiii) the amount of the distribution on such Distribution Date to
      the Holders of such Class of Certificates in reimbursement of previously
      allocated Collateral Support Deficit;

            (xxiv) the aggregate unpaid principal balance of the Mortgage Loans
      outstanding as of the close of business on the related Determination Date:

            (xxv) with respect to any Mortgage Loan as to which a Liquidation
      Event occurred during the related Due Period (other than a payment in
      full), (A) the loan number thereof, (B) the aggregate of all Liquidation
      Proceeds and other amounts received in connection with such Liquidation
      Event (separately identifying the portion thereof allocable to
      distributions on the Certificates), and (C) the amount of any Collateral
      Support Deficit in connection with such Liquidation Event;

            (xxvi) with respect to any REO Property included in the Trust Fund
      as to which a Final Recovery Determination was made during the related
      Collection Period, (A) the loan number of the related Mortgage Loan, (B)
      the aggregate of all Liquidation Proceeds and other amounts received in
      connection with such Final Recovery Determination (separately identifying
      the portion thereof allocable to distributions on the Certificates), and
      (C) the amount of any Collateral Support Deficit in respect of the related
      REO Loan in connection with such Final Recovery Determination;

            (xxvii) the aggregate amount of interest on P&I Advances paid to the
      Servicer and the Trustee since the preceding Distribution Date;

            (xxviii) the aggregate amount of interest on Servicing Advances paid
      to the Servicer, the Trustee and the Special Servicer;

            (xxix) the original and then current credit support levels for each
      Class of Certificates;

            (xxx) the original and then current ratings for each Class of
      Regular Certificates; and

            (xxxi) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges collected during the related Due Period.

            In the case of information furnished pursuant to clauses (i), (ii),
(xi), (xviii) and (xix) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.

            Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to the Trustee and each Person who at any
time during the calendar year was a Holder of a Certificate, a statement
containing the information set forth in clauses (i), (ii) and (xi) above as to
the applicable Class, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder, together with such
other information as the Paying Agent deems necessary or desirable, or that a
Certificateholder or Certificate Owner reasonably requests, to enable
Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time are in
force.

            On each Distribution Date, the Paying Agent shall forward to the
Depositor, to each Rating Agency, to each Holder of a Residual Certificate, to
the Servicer, to the Special Servicer, to the Trustee, to the Fiscal Agent, to
an agent designated by the Directing Certificateholder (such agent shall
initially be the____________________________________), and to any other party
that the Depositor may designate, a copy of the Distribution Date Statement
forwarded to the Holders of the Regular Certificates on such Distribution Date.

            The Paying Agent shall make available the Distribution Date
Statement through its home page on the internet. The Paying Agent hereby
acknowledges and agrees that its home page as of the date hereof is located at
"www._______.com" on the world wide web. In addition, if the Depositor so
directs the Paying Agent, and on terms acceptable to the Paying Agent, the
Paying Agent shall make certain other information and reports related to the
Mortgage Loans available through its home page.

            (b) On the second Business Day after each Determination Date, the
Servicer shall deliver to the Paying Agent and the Trustee the CMSA Periodic
Update Report, reflecting information as of the close of business on the
Determination Date, in a mutually agreeable electronic format. Such information
may be delivered by the Servicer to the Trustee and the Paying Agent by telecopy
or in such electronic or other form as may be reasonably acceptable to the
Trustee, the Paying Agent and the Servicer. The Special Servicer shall from time
to time (and, in any event, as may be reasonably required by the Servicer)
provide the Servicer with such information in its possession regarding the
Specially Serviced Mortgage Loans and REO Properties as may be necessary for the
Servicer to prepare each report and any supplemental information to be provided
by the Servicer to the Trustee and the Paying Agent. None of the Paying Agent,
the Trustee or the Depositor shall have any obligation to recompute, verify or
recalculate the information provided thereto by the Servicer in the CMSA
Periodic Update Report. Unless the Paying Agent has actual knowledge that any
CMSA Periodic Update Report contains erroneous information, the Paying Agent is
authorized to rely thereon in calculating and making distributions to
Certificateholders in accordance with Section 4.01, preparing the statements to
Certificateholders required by Section 4.02(a) and allocating Collateral Support
Deficit to the Certificates in accordance with Section 4.04.

            Notwithstanding the foregoing, the failure of the Servicer or
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Servicer
or the Special Servicer so fails because such disclosure, in the reasonable
belief of the Servicer or the Special Servicer, as the case may be, would
violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties. The Servicer or the Special Servicer may affix to any
information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

            (c) As soon as reasonably practicable, upon the written request of
any Certificateholder, the Certificate Registrar shall provide the requesting
Certificateholder with such information that is in the Certificate Registrar's
possession or can reasonably be obtained by the Paying Agent (or the Trustee
with respect to information relating to the Trustee) as is requested by such
Certificateholder, for purposes of satisfying applicable reporting requirements
under Rule 144A under the Securities Act. Neither the Certificate Registrar, the
Paying Agent nor the Trustee shall have any responsibility for the sufficiency
under Rule 144A or any other securities laws of any available information so
furnished to any person including any prospective purchaser of a Certificate or
any interest therein, nor for the content or accuracy of any information so
furnished which was prepared or delivered to them by another. In addition,
pursuant to Section 8.12(b), the Paying Agent shall provide a financial market
publisher (which shall initially be [__________]) certain current information
with respect to the Mortgaged Properties as set forth on Schedule I hereto.

            (d) The Paying Agent shall file with the Commission, in respect of
the Trust Fund, the Uncertificated Lower-Tier Interests and the Certificates,
copies of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act (including Distribution Date
Statement issued pursuant to Section 4.02(a) by means of a Current Report on
Form 8-K and an Annual Report on Form 10-K). The Servicer and the Special
Servicer agree to provide the Paying Agent with such information in a timely
fashion as may be requested by the Paying Agent in connection with such Exchange
Act reports. In the event that the Depositor determines that electronic filing
through the EDGAR System is required for any reports, the Depositor may either
(x) request that the Paying Agent process such filing or (y) cause the filing to
be processed by the Depositor or its designee upon receipt from the Paying Agent
of the reports, documents and other information described above. Notwithstanding
the foregoing, the Depositor shall file with the Commission, within fifteen days
after the Closing Date, a Current Report on Form 8-K together with this
Agreement.

            Section 4.03      P&I Advances.

            (a) On or before 12:30 p.m., New York City time, on each P&I Advance
Date, the Servicer shall either (i) deposit into the Lower-Tier Distribution
Account from its own funds an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the related Distribution Date, (ii)
apply amounts held in the Certificate Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make P&I Advances or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Certificate Account for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Servicer's records and
replaced by the Servicer by deposit in the Certificate Account on or before the
next succeeding P&I Advance Determination Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal
and/or interest in respect of which such P&I Advances were made). The Servicer
shall notify the Trustee and the Fiscal Agent by a certificate of the Servicing
Officer of (i) the aggregate amount of P&I Advances for a Distribution Date and
(ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date,
on or before 3 Business Days prior to such Distribution Date. If the Servicer
fails to make a required P&I Advance by 12:30 p.m., New York City time, on any
P&I Advance Date, an Event of Default as set forth in clause (a)(i) of Section
7.01 shall occur and the Trustee shall make such P&I Advance pursuant to Section
7.05, and if the Trustee fails to make such P&I Advance by the close of
business, New York City time, on such P&I Advance Date, the Fiscal Agent shall
make such P&I Advance pursuant to Section 7.05 by 10:00 a.m., New York City
time, on the immediately succeeding Business Day. In the event that the Servicer
fails to make a required P&I Advance hereunder, the Paying Agent shall notify
the Trustee and the Fiscal Agent of such circumstances by 1:00 p.m. (New York
City time) on the related P&I Advance Date.

            (b) Subject to Section 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) all Monthly Payments (in each case, net of
related Servicing Fees) other than Balloon Payments, that were due during the
related Due Period and delinquent as of the close of business on the Business
Day preceding the related P&I Advance Date (or not advanced by the Servicer or
any Sub-Servicer on behalf of the Servicer) and (ii) with respect to each
Mortgage Loan as to which the related Balloon Payment was due during or prior to
the related Due Period and was delinquent as of the end of the related Due
Period (including any REO Loan as to which the Balloon Payment would have been
past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to
subsection (c) below, the obligation of the Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan or REO Loan, shall continue
until the Distribution Date on which the proceeds, if any, received in
connection with a Liquidation Event with respect thereto are to be distributed.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance.

            (d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself, the Trustee or the Fiscal Agent, as the case may be (in reverse
of such order with respect to any Mortgage Loan or REO Property), out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
P&I Advance from the date made to but not including the date of reimbursement.
The Servicer shall reimburse itself, the Trustee or the Fiscal Agent, as the
case may be, for any outstanding P&I Advance as soon as practicably possible
after funds available for such purpose are deposited in the Certificate Account.

            (e) Notwithstanding the foregoing, (i) none of the Servicer, the
Trustee and the Fiscal Agent shall be required to make an advance for [Excess
Interest,] Penalty Charges, Prepayment Premiums or Yield Maintenance Charges and
(ii) the amount required to be advanced in respect of delinquent Monthly
Payments or Assumed Scheduled Payments on Mortgage Loans that have been subject
to an Appraisal Reduction Event will equal, with respect to any Distribution
Date and any Mortgage Loan, the amount that would be required to be advanced by
the Servicer without giving effect to the Appraisal Reduction less any Appraisal
Reduction Amount with respect to such Mortgage Loan for such Distribution Date.

            Section 4.04      Allocation of Collateral Support Deficit.

            (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01 and the
allocation of Certificate Deferred Interest pursuant to Section 4.06, the Paying
Agent shall calculate the amount, if any, by which (i) the aggregate Stated
Principal Balance of the Mortgage Loans and any REO Loans expected to be
outstanding immediately following such Distribution Date, is less than (ii) the
then aggregate Certificate Balance of the Regular Certificates after giving
effect to distributions of principal on such Distribution Date and the
allocation of Certificate Deferred Interest pursuant to Section 4.06 (any such
deficit, the "Collateral Support Deficit"). Any allocation of Collateral Support
Deficit to a Class of Regular Certificates shall be made by reducing the
Certificate Balance thereof by the amount so allocated. Any Collateral Support
Deficit allocated to a Class of Regular Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Collateral Support Deficit shall
constitute an allocation of losses and other shortfalls experienced by the Trust
Fund. Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution as a write-off to the
extent of any Collateral Support Deficit, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write-off shall be allocated
among the respective Certificates as follows: first, to the Class [H]
Certificates; second, to the Class [G] Certificates; third, to the Class [F]
Certificates; fourth, to the Class [E] Certificates; fifth, to the Class [D]
Certificates; sixth, to the Class [C] Certificates; seventh, to the Class [B]
Certificates, in each case, until the remaining Certificate Balance of each such
Class of Certificates has been reduced to zero and eighth, to the Class [A-1]
Certificates and the Class [A-2] Certificates, pro rata (based upon Certificate
Balance), until the remaining Certificate Balances of such Classes of
Certificates have been reduced to zero.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amounts
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off.

            Section 4.05      Appraisal Reductions.

            The aggregate Appraisal Reduction will be allocated by the Paying
Agent on each Distribution Date, only for purposes of determining the identity
of the Controlling Class and Voting Rights and the amount of P&I Advances with
respect to the related Mortgage Loan, to the Certificate Balance of the Class
[H], Class [G], Class [F], Class [E], Class [D], Class [C] and Class [B]
Certificates, in that order, up to the amount of their respective Certificate
Balances. On any Distribution Date, an Appraisal Reduction that otherwise would
be allocated to a Class of Certificates will be allocated to the next most
subordinate Class to the extent that the Certificate Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction into account) is less than the Appraisal Reduction for such
Distribution Date.

            Section 4.06      Certificate Deferred Interest.

            (a) On each Distribution Date, the amount of interest distributable
to a Class of Certificates (other than the Class [X] Certificates) shall be
reduced by an amount equal to the amount of Mortgage Deferred Interest for all
Mortgage Loans for the Due Dates occurring in the related Due Period allocated
to such Class of Certificates, such Mortgage Deferred Interest to be allocated
first to the Class [H] Certificates, second to the Class [G] Certificates, third
to the Class [F] Certificates, fourth to the Class [E] Certificates, fifth to
the Class [D] Certificates, sixth to the Class [C] Certificates, seventh to the
Class [B] Certificates and eighth, pro rata (based upon Accrued Certificate
Interest), to the Class [A-1] and Class [A-2] Certificates, in each case up to
the respective Accrued Certificate Interest for each such Class of Certificates
for such Distribution Date.

            (b) On each Distribution Date, the Certificate Balances of the Class
[A-1], Class [A-2], Class [B], Class [C], Class [D], Class [E], Class [F], Class
[G] and Class [H] Certificates shall be increased by the amount of the
Certificate Deferred Interest allocated to such Class of Certificates on such
Distribution Date pursuant to Section 4.06(a) above.

            (c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section
4.06(a) to a Class of Certificates shall be allocated in reduction of the amount
of interest distributable to the Related Uncertificated Lower-Tier Interest with
respect thereto. On each Distribution Date, to the extent provided in Section
4.06(b), Certificate Deferred Interest will be added to the Lower-Tier Principal
Amount of the Uncertificated Lower-Tier Interests in the same manner as the
interest thereon was reduced pursuant to the preceding sentence.

                             [End of Article IV]




<PAGE>


                                  ARTICLE V

                               THE CERTIFICATES

            Section 5.01      The Certificates.

            (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-12. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Class [R] and Class [LR] Certificates will each be issuable in
one or more registered, definitive physical certificates (each, a "Definitive
Certificate") substantially in the form of Certificates of each Class and with
such applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class [X] Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
integral multiples of $1,000 in excess thereof. The Offered Certificates (other
than the Class [X] Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $25,000, and in
integral multiples of $1,000 in excess thereof. The Non-Registered Certificates
(other than the Residual Certificates) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $250,000, and in
integral multiples of $1,000 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1,000, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of
(i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1,000 that does not
exceed such amount. The Class [R] and Class [LR] Certificates will be issuable
only in one or more Definitive Certificates in denominations representing
Percentage Interests of not less than 20%. With respect to any Certificate or
any beneficial interest in a Certificate, the "Denomination" thereof shall be
(i) the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Participants, as applicable, (ii) expressed in terms of initial
Certificate Balance or initial Notional Amount, as applicable, and (iii) be in
an authorized denomination, as set forth above. The Book-Entry Certificates will
be issued as one or more certificates registered in the name of a nominee
designated by the Depository, and Certificate Owners will hold interests in the
Book-Entry Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations as set forth in the above.
No Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized officer.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized officers of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
___________________________, is hereby initially appointed Authenticating Agent
with power to act on the Trustee's behalf in the authentication and delivery of
the Certificates in connection with transfers and exchanges as herein provided.
If ___________________________ is removed as Paying Agent, then
___________________________ shall be terminated as Authenticating Agent. If the
Authenticating Agent resigns or is terminated, the Trustee shall appoint a
successor Authenticating Agent which may be the Trustee or an Affiliate thereof.

            (c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            Section 5.02      Registration   of  Transfer  and  Exchange  of
                              Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
_______________________________ is hereby initially appointed Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Depositor, the Trustee, the
Special Servicer, the Servicer and the Fiscal Agent, any other bank or trust
company to act as Certificate Registrar under such conditions as the predecessor
Certificate Registrar may prescribe, provided, that the predecessor Certificate
Registrar shall not be relieved of any of its duties or responsibilities
hereunder by reason of such appointment. If ________________________ resigns or
is removed as Certificate Registrar, the Trustee shall immediately succeed to
its predecessor's duties as Certificate Registrar. If _______________________ is
removed as Paying Agent, then ___________________________ shall be terminated as
Certificate Registrar. The Depositor, the Trustee, the Paying Agent, the
Servicer and the Special Servicer shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register. 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; provided, however,
in no event shall the Certificate Registrar be required to maintain in the
Certificate Register the names of Certificate Owners. 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 Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the
Special Servicer 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 its office maintained at ___________________________________ or at
the Corporate Trust Office, if the Trustee is the Certificate Registrar (the
"Registrar Office") together with an assignment and transfer (executed by the
Holder or his duly authorized attorney). Subject to the requirements of Sections
5.02(b), (c) and (d), the Certificate Registrar shall execute and the
Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in Denominations of a
like aggregate Denomination as the Definitive Certificate being surrendered.
Such Certificates shall be delivered by the Certificate Registrar in accordance
with Section 5.02(e). Each Certificate surrendered for registration of transfer
shall be canceled, and the Certificate Registrar shall hold such canceled
Certificates in accordance with its standard procedures.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either: (i) the Certificate Registrar shall require that the transferee deliver
to the Certificate Registrar an investment representation letter (the
"Investment Representation Letter") substantially in the form of Exhibit C
attached hereto, which Investment Representation Letter shall certify, among
other things, that the transferee is an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (an "Institutional Accredited Investor") or a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "Qualified
Institutional Buyer"), and the Certificate Registrar may also require that the
transferee deliver to the Certificate Registrar an Opinion of Counsel if such
transferee is not a Qualified Institutional Buyer or (ii) if the certifications
described in the preceding clause (i) cannot be provided, (a) the Certificate
Registrar shall require an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Certificate Registrar will furnish, or cause to be furnished, upon the
request of any Holder of Non-Registered Certificates, to a prospective purchaser
of such Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Fiscal Agent, the Servicer or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the Servicer and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
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"), transfers of a beneficial interest in a Book-Entry
Certificate representing an interest in a Non-Registered Certificate that is not
rated in one of the top four categories by a nationally recognized statistical
rating organization 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 this Section 5.02(b) 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.

            Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (a)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (b) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (c) TO
            AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
            501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
            IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
            SECURITIES ACT, OR (d) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
            THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
            OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
            TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER
            IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
            PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
            INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
            TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
            AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
            REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
            POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
            INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY
            ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
            IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
            144A.

            (c) With respect to the Subordinate Certificates, no sale, transfer,
pledge or other disposition by any Holder of any such Certificate shall be made
unless the Certificate Registrar shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate
substantially in the form of Exhibit G attached hereto, to the effect that such
proposed purchaser or transferee is not (a) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA) 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 (each a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation
ss. 2510.3-101), other than an insurance company using the assets of its general
account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) if such Certificate is presented for registration in the
name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not result in the assets of the Trust Fund
being deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA, the prohibited transaction provisions of the Code or the
provisions of any Similar Law, will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, [the Certificate Registrar, the
Servicer, the Special Servicer, the Fiscal Agent, the Paying Agent, the
Extension Adviser,] the Underwriters, the Placement Agents or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Agreement. The Certificate Registrar shall not register the sale,
transfer, pledge or other disposition of any such Certificate unless the
Certificate Registrar has received either the representation letter described in
clause (i) above or the Opinion of Counsel described in clause (ii) above. The
costs of any of the foregoing representation letters or Opinions of Counsel
shall not be borne by any of the Depositor, the Servicer, the Special Servicer,
the Trustee, the Paying Agent, the Underwriters, the Placement Agent, the
Certificate Registrar, the Fiscal Agent, the Trustee and the Trust Fund. Each
Certificate Owner of a Subordinate Certificate shall be deemed to represent that
it is not a Person specified in clauses (a), or (b) above. Any transfer, sale,
pledge or other disposition of any such Certificates that would constitute or
result in a prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law, or would otherwise violate the provisions of this Section 5.02(c)
shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.

            So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.02(c).

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Paying Agent under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) No Person holding or acquiring any Ownership Interest in a
            Residual Certificate shall be a Disqualified Organization or agent
            thereof (including a nominee, middleman or similar person) (an
            "Agent"), a Plan or a Person acting on behalf of or investing the
            assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
            or a Non-U.S. Person and shall promptly notify the Servicer, the
            Trustee and the Certificate Registrar of any change or impending
            change to such status;

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, that such Transferee is not a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, and that it has reviewed the provisions
            of this Section 5.02(d) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (b) above, if the Certificate
            Registrar has actual knowledge that the proposed Transferee is a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, no Transfer of an Ownership Interest in
            a Residual Certificate to such proposed Transferee shall be
            effected; and

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit from any prospective Transferee to whom such Person
            attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(d), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(d) shall be restored,
      to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Servicer, the Authenticating Agent
      and the Certificate Registrar shall be under any liability to any Person
      for any registration of Transfer of a Residual Certificate that is in fact
      not permitted by this Section 5.02(d) or for making any payments due on
      such Certificate to the Holder thereof or for taking any other action with
      respect to such Holder under the provisions of this Agreement; provided,
      however, that the Certificate Registrar shall be under such liability for
      a registration of Transfer of a Residual Certificate if it has actual
      knowledge that the proposed Transferee is a Disqualified Organization or
      Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person in
      violation of Section 5.02(d)(i)(C) above.

            (iii) The Paying Agent shall make available to the Internal Revenue
      Service and those Persons specified by the REMIC Provisions, upon written
      request of the Trustee, all information in its possession and necessary to
      compute any tax imposed as a result of the Transfer of an Ownership
      Interest in a Residual Certificate to any Person who is a Disqualified
      Organization or Agent thereof, including the information described in
      Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
      respect to the "excess inclusions" of such Residual Certificate.

            (e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, 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 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such 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 Registrar Office 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.

            (f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class
[A-1], Class [A-2], Class [B], Class [C], Class [D], Class [E] or Class [X]
Certificates) or a beneficial interest in a Book-Entry Certificate representing
a Non-Registered Certificate is being held by or for the benefit of a Person who
is not an Eligible Investor, or that such holding is unlawful under the laws of
a relevant jurisdiction, then the Certificate Registrar shall have the right to
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.

            (g) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer, the Paying Agent and the Depositor of each
transfer of a Certificate and to provide each such Person with an updated copy
of the Certificate Register on or about ______ and ______ of each year,
commencing ______, 200_.

            (h) 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 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund 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. With respect to any transfer or exchange of any Certificate, 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 or exchange.

            (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.

            Section 5.03      Book-Entry Certificates.

            (a) The Regular Certificates shall initially be issued as one or
more Certificates registered in the name of the 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 Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.02(e) above or subsection (c) below, shall not be entitled
to Definitive Certificates in respect of such Ownership Interests. All transfers
by Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.

            (b) The Trustee, the Servicer, the Special Servicer, the Paying
Agent, the Fiscal Agent, the Depositor and the Certificate Registrar may for all
purposes, including the making of payments due on the Book-Entry Certificates,
deal with the Depository as the authorized representative of the Certificate
Owners with respect to such Certificates for the purposes of exercising the
rights of Certificateholders hereunder. The rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and brokerage firms representing such Certificate Owners. Multiple
requests and directions from, and votes of, the Depository as Holder of the
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to 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, the Paying
Agent and the Certificate Registrar in writing that it elects to terminate the
book-entry system through the Depository, the Paying Agent shall notify the
affected Certificate Owners, through the Depository with respect to all, any
Class or any portion of any Class of the Certificates or (iii) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(e), of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates
by the Depository or any custodian acting on behalf of the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Certificate Registrar shall execute, and the Authenticating Agent
shall authenticate and deliver, within 5 Business Days of such request if made
at the Registrar Office, or within 10 Business Days if made at the office of a
transfer agent (other than the Certificate Registrar), the Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Fiscal Agent, the Paying Agent, the Servicer, the Trustee,
the Special Servicer, the Authenticating Agent and 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 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) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            Unless this certificate is presented by an authorized representative
            of The Depository Trust Company, a New York corporation ("DTC"), to
            the Certificate Registrar for registration of transfer, exchange or
            payment, and any certificate issued is registered in the name of
            Cede & Co. or in such other name as is requested by an authorized
            representative of DTC (and any payment is made to Cede & Co. or to
            such other entity as is requested by an authorized representative of
            DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
            owner hereof, Cede & Co., has an interest herein.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (e) If the Trustee has instituted or the Servicer, on the Trustee's
behalf, has been directed to institute any judicial proceeding in a court to
enforce the rights of the Certificateholders under the Certificates, and the
Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Trustee to obtain possession of all or any
portion of the Certificates evidenced by Book-Entry Certificates, the Trustee
may in its sole discretion determine that such Certificates shall no longer be
represented by such Book-Entry Certificates. In such event, the Certificate
Registrar will execute, the Authenticating Agent will authenticate and the
Certificate Registrar will deliver, in exchange for such Book-Entry
Certificates, Definitive Certificates in a Denomination equal to the aggregate
Denomination of such Book-Entry Certificates to the party so requesting such
Definitive Certificates. In such event, the Trustee shall notify the affected
Certificate Owners and make appropriate arrangements for the effectuation of the
purpose of this clause.

            (f) 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.

            (g) 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 Depository Rules and this Section 5.03(g).
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 Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules 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 Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered 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 Depository or the custodian holding such Book-Entry
Certificate on behalf of the 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 5.04      Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
and the Authenticating Agent shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like Percentage Interest. Upon the issuance
of any new Certificate under this Section, the Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

            Section 5.05      Persons Deemed Owners.

            Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Paying Agent, the Fiscal Agent, the Certificate Registrar and any agents of any
of them may treat the person in whose name such Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, except as and to the extent
provided in the definition of "Certificateholder," and none of the Depositor,
the Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying
Agent, the Certificate Registrar and any agent of any of them shall be affected
by notice to the contrary except as provided in Section 5.02(d).

            Section 5.06      Appointment of Paying Agent.

            ______________________________ is hereby initially appointed Paying
Agent to act on the Trustee's behalf in accordance with the terms of this
Agreement. If the Paying Agent resigns or is terminated, the Trustee shall
appoint a successor Paying Agent which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Paying Agent hereunder which must be
rated "A" or otherwise be acceptable to the Rating Agencies, as evidenced by a
written confirmation that such appointment will not cause the downgrade,
withdrawal or qualification of the then current ratings of any Class of
Certificates. The Trustee shall enter into a side agreement with the Paying
Agent, which agreement shall set forth the amount of compensation the Paying
Agent is entitled to retain from amounts otherwise payable to the Trustee
pursuant to Section 3.05 and 8.05 of the Pooling Agreement.

            (b) The Paying Agent may rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties.

            (c) The Paying Agent, at the expense of the Trust Fund (but only if
such amount constitutes "unanticipated expenses of the REMIC" within the meaning
of Treasury Regulations Section 1.860(G)-1(b)(3)(ii)), may consult with counsel
and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.

            (d) The Paying Agent shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement.

            (e) The Paying Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Paying Agent of its duties or obligations
hereunder.

            (f) The Paying Agent shall not be responsible for any act or
omission of the Servicer or the Special Servicer or of the Depositor.

                              [End of Article V]




<PAGE>


                                  ARTICLE VI

                              THE DEPOSITOR, THE
                      SERVICER AND THE SPECIAL SERVICER

            Section 6.01      Liability of the Depositor, the Servicer and the
                              Special Servicer.

            The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.

            Section 6.02      Merger,  Consolidation  or  Conversion  of  the
                              Depositor, the Servicer or the Special Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

            (b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which may be limited to all or substantially all of its
assets related to commercial mortgage loan servicing) to any Person, in which
case any Person resulting from any merger or consolidation to which the
Depositor, the Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business of the Depositor, the Servicer or the Special
Servicer, shall be the successor of the Depositor, the Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper (other than an assumption agreement wherein the successor shall agree to
perform the obligations of and serve as the Depositor, the Servicer or the
Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that such merger,
consolidation or succession will not result in a withdrawal, downgrading or
qualification of the then-current ratings of the Classes of Certificates that
have been so rated (as evidenced by a letter to such effect from each Rating
Agency).

            Section 6.03      Limitation on Liability of the  Depositor,  the
                              Servicer, the Special Servicer and Others.

            (a) None of the Depositor, the Servicer, the Special Servicer[, the
Extension Adviser] or any of the directors, officers, members, managers,
employees or agents of any of the foregoing shall be under any liability to the
Trust 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, the Servicer, the Special Servicer[, the Extension Adviser] or any
such Person against any breach of warranties or representations made herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations and duties hereunder. The Depositor, the Servicer, the
Special Servicer[, the Extension Adviser] and any director, officer, member,
manager, employee or agent of the Depositor, the Servicer, the Special Servicer
[or the Extension Adviser] may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Servicer, the Special Servicer
and any general partner of the foregoing[, the Extension Adviser] and any
director, officer, member, manager, employee or agent of any of the foregoing
shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses 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; (ii) incurred in connection with any
breach of a representation, warranty or covenant made by it herein; (iii)
incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties or (iv) incurred in connection with any
violation by any of them of any state or federal securities law.

            (b) None of the Depositor, the Servicer, the Special Servicer [and
the Extension Adviser] shall be under any obligation to appear in, prosecute or
defend any legal or administrative action, proceeding, hearing or examination
that is not incidental to its respective duties under this Agreement and which
in its opinion may involve it in any expense or liability; provided, however,
that the Depositor, the Servicer, the Special Servicer [or the Extension
Adviser] may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in 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, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Servicer, the Special Servicer [and the Extension Adviser] shall
be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Certificate Account as provided by Section
3.05(a).

            (c) Each of the Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Fiscal Agent and the Trust and any
director, officer, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any
willful misfeasance, bad faith or negligence of the Servicer or the Special
Servicer, as the case may be, in the performance of its obligations and duties
under this Agreement (including acts or omissions occurring in their capacity as
agent for the Trustee) or by reason of reckless disregard by the Servicer or the
Special Servicer, as the case may be, of its duties and obligations hereunder or
by reason of breach of any representations or warranties made herein. The
Trustee, the Depositor or the Fiscal Agent, as the case may be, shall
immediately notify the Servicer or the Special Servicer, as applicable, if a
claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling it to indemnification hereunder, whereupon the Servicer or the
Special Servicer, as the case may be, shall assume the defense of such claim
(with counsel reasonably satisfactory to the Trustee, the Depositor or the
Fiscal Agent) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
the Servicer or the Special Servicer, as the case may be, shall not affect any
rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Servicer's, or the Special Servicer's, as the
case may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the Servicer, the Trustee, the Fiscal
Agent and the Special Servicer.

            Section 6.04      Depositor, Servicer and Special Servicer Not to
                              Resign.

            Subject to the provisions of Section 6.02, none of the Depositor,
the Servicer and the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a)
determination that such party's duties hereunder are no longer permissible under
applicable law or (b) in the case of the Servicer, upon the appointment of, and
the acceptance of such appointment by, a successor Servicer and receipt by the
Trustee of written confirmation from each applicable Rating Agency that such
resignation and appointment will not cause such Rating Agency to downgrade,
withdraw or qualify any of the then current ratings assigned by such Rating
Agency to any Class of Certificates. Only the Servicer shall be permitted to
resign pursuant to clause (b) above. Any such determination permitting the
resignation of the Depositor, the Servicer or the Special Servicer pursuant to
clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of
the resigning party) to such effect delivered to the Trustee. No such
resignation by the Servicer or the Special Servicer shall become effective until
the Trustee or a successor Servicer shall have assumed the Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. Upon any termination or resignation of the Servicer hereunder, the
Servicer shall have the right and opportunity to appoint any successor Servicer
with respect to this Section 6.04, provided, that such successor Servicer
otherwise meets the requirements set forth herein.

            Notwithstanding the foregoing, the Servicer's right to appoint any
successor shall be subject to the requirements of this paragraph. Prior to
appointing any successor Servicer, the Servicer shall provide
___________________________ written notice (with a copy to the Trustee) of the
proposed resignation and the price to be paid to the Servicer by the successor
Servicer for such appointment. Provided ___________________________ satisfies
the requirements under this Agreement for a successor Servicer,
___________________________ shall be entitled to become the successor Servicer
if within five Business Days of receipt of such notice from the Servicer,
___________________________ executes and delivers to the Servicer a commitment
to accept the appointment at the price proposed to be paid by the successor
Servicer and within 25 days of the notice delivers to the Servicer: (a) the
Rating Agency confirmations required by clause (b) above, (b) cash consideration
in the amount that the successor Servicer was willing to pay to the Servicer for
such appointment, and (c) an assumption in writing (with a copy to the Trustee)
of the obligations of the Servicer under this Agreement; provided, that
___________________________ shall have an additional period of time, not to
exceed 45 days following receipt of such notice from the Servicer, to deliver
the Rating Agency confirmations so long as ___________________________ has been
using, and continues to use, its best efforts to obtain such Rating Agency
confirmations and ___________________________ is an acceptable master servicer
to DCR and "approved" by S&P as a Servicer of commercial loans. If
___________________________ fails to execute and deliver to the servicer such
commitment or deliver such items within such time period, the Servicer may
appoint the successor Servicer.

            Section 6.05      Rights of the Depositor in Respect of the Servicer
                              and the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.

            Section 6.06      Rating Agency Fees.

            The Servicer shall pay, from its own funds, the annual fees of each
Rating Agency in an amount not to exceed $[42,000].

            Section 6.07      [The Directing Certificateholder.]

            [The Directing Certificateholder shall be entitled to advise the
Special Servicer with respect to the following actions of the Special Servicer,
and notwithstanding anything herein to the contrary, except as set forth in, and
in any event subject to, the second paragraph of this Section 6.07, the Special
Servicer shall not be permitted to take any of the following actions as to which
the Directing Certificateholder has objected in writing within 10 Business Days
of being notified thereof (provided, that if such written objection has not been
received by the Special Servicer within such 10 Business Day period, then the
Directing Certificateholder'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 modification of a monetary term of a Mortgage Loan other
      than a modification consisting of the extension of the maturity date of a
      Mortgage Loan for one year or less;

            (iii) any proposed sale of a defaulted Mortgage Loan or REO Property
      (other than in connection with the termination of the Trust Fund);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan other than pursuant to the terms of the related Mortgage
      Loan;

            (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
      and

            (vii) any acceptance of an assumption agreement releasing a borrower
      from liability under a Mortgage Loan other than pursuant to the terms of
      the related Mortgage Loan;

provided, that, in the event that the Special Servicer determines that immediate
action in necessary to protect the interests of the Certificateholders (as a
collective whole), the Special Servicer may take any such action without waiting
for the Directing Certificateholder's response.

            In addition, the Directing Certificateholder may direct the Special
Servicer to take, or to refrain from taking, such other actions as the Directing
Certificateholder may deem advisable or as to which provision is otherwise made
herein; provided, that notwithstanding anything herein to the contrary, no such
direction, and no objection contemplated by the preceding paragraph, may require
or cause the Special Servicer to violate any provision of this Agreement or the
REMIC Provisions, including without limitation the Special Servicer's obligation
to act in accordance with the Servicing Standards, or expose the Servicer, the
Special Servicer, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Special Servicer's responsibilities hereunder or cause
the Special Servicer to act, or fail to act, in a manner which in the reasonable
judgment of the Special Servicer is not in the best interests of the
Certificateholders.

            Any costs and expenses incurred by the Special Servicer in obtaining
such consent will be borne by the Directing Certificateholder. In the event the
Special Servicer determines that a refusal to consent by the Directing
Certificateholder or any advice from the Directing Certificateholder would
otherwise cause the Special Servicer to violate the terms of this Agreement,
including without limitation, the Servicing Standards, the Special Servicer
shall disregard such refusal to consent or advice and notify the Directing
Certificateholder, the Trustee, [_____] and [_____] of its determination,
including a reasonably detailed explanation of the basis therefor.

            The Directing Certificateholder shall have no 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 the Directing Certificateholder shall not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates over other Classes of the Certificates, and
that the Directing Certificateholder may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Directing Certificateholder may act solely in the
interests of the Holders of the Controlling Class, that the Directing
Certificateholder does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class, that the Directing
Certificateholder 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 of Certificates, that the Directing Certificateholder, absent willful
misfeasance, bad faith or negligence, shall not be deemed to have been negligent
or reckless, or to have acted in bad faith or engaged in willful misfeasance, by
reason of its having acted solely in the interests of the Holders of the
Controlling Class, and that the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.

                             [End of Article VI]




<PAGE>


                                 ARTICLE VII

                                   DEFAULT

            Section 7.01      Events of Default; Servicer and Special Servicer
                              Termination.

            (a)   "Event of Default",  wherever used herein,  means any one of
the following events:

            (i)(A) any failure by the Servicer to make any remittance required
      to be made by the Servicer to the Certificate Account or Escrow Account on
      the day and by the time such remittance is required to be made under the
      terms of this Agreement, which failure is not remedied within one Business
      Day or (B) any failure by the Servicer to deposit into, or remit to the
      Paying Agent for deposit into, any Distribution Account any amount
      required to be so deposited or remitted, which failure is not remedied by
      10:00 a.m. (New York City time) on the relevant Distribution Date; or

            (ii) any failure by the Special Servicer to deposit into the REO
      Account within one Business Day after such deposit is required to be made,
      or to remit to the Servicer for deposit into, or the Servicer to make a
      required deposit into the Certificate Account, or to deposit into, or to
      remit to the Paying Agent for deposit into, the Lower-Tier Distribution
      Account any amount required to be so deposited or remitted by the Servicer
      or the Special Servicer, as the case may be, pursuant to, and at the time
      specified by, the terms of this Agreement; or

            (iii) any failure on the part of the Servicer or the Special
      Servicer duly to observe or perform in any material respect any of its
      other covenants or obligations contained in this Agreement which continues
      unremedied for a period of 30 days (10 days in the case of a failure to
      make a Servicing Advance or 15 days in the case of a failure to pay the
      premium for any insurance policy required to be maintained hereunder)
      after the date on which written notice of such failure, requiring the same
      to be remedied, shall have been given to the Servicer or the Special
      Servicer, as the case may be, by any other party hereto, with a copy to
      each other party to this agreement by the Holders of Certificates of any
      Class evidencing, as to such Class, Percentage Interests aggregating not
      less than 25%; provided, however, if such failure is capable of being
      cured and the Servicer or Special Servicer, as applicable, is diligently
      pursuing such cure, such 30-day period will be extended an additional 30
      days; or

            (iv) any breach on the part of the Servicer or the Special Servicer
      of any representation or warranty contained in Section 3.23 or Section
      3.24, as applicable, which materially and adversely affects the interests
      of any Class of Certificateholders and which continues unremedied for a
      period of 30 days after the date on which notice of such breach, requiring
      the same to be remedied, shall have been given to the Servicer or the
      Special Servicer, as the case may be, by the Depositor or the Trustee, or
      to the Servicer, the Special Servicer, the Depositor and the Trustee by
      the Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%; provided, however, if
      such breach is capable of being cured and the Servicer or Special
      Servicer, as applicable, is diligently pursuing such cure, such 30-day
      period will be extended an additional 30 days; or

            (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, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Servicer or the Special Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 days; or

            (vi) the Servicer or the Special Servicer shall consent to the
      appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Servicer or the Special Servicer or of or relating to all or substantially
      all of its property; or

            (vii) the Servicer or the Special Servicer shall admit in writing
      its inability to pay its debts generally as they become due, file a
      petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) the Trustee shall have received written notice from either
      Rating Agency that the continuation of the Servicer or Special Servicer,
      as the case may be, has resulted, or would result, in and of itself, in a
      downgrade, qualification or withdrawal of the then-current rating on any
      Class of Certificates that are rated by a Rating Agency if the Servicer or
      Special Servicer, as the case may be, is not replaced; or

            (ix) the Servicer or the Special Servicer shall be removed from
      [_____]'s approved servicer list or approved special servicer list, as
      applicable, and such removal coincides with the downgrade, qualification
      (including, without limitation, "negative credit watch") or withdrawal of
      the ratings of any of the Certificates by [_____].

            (b) If any Event of Default with respect to the Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of the Voting Rights, shall, terminate, by notice in
writing to the Defaulting Party, with a copy of such notice to the Depositor,
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof; provided, however,
that the Defaulting Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination as provided
for under this Agreement for services rendered and expenses incurred. From and
after the receipt by the Defaulting Party of such written notice, all authority
and power of the Defaulting Party under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee with respect to a
termination of the Servicer and to the Servicer with respect to a termination of
the Special Servicer pursuant to and under this Section, and, without
limitation, the Trustee or Servicer, as applicable, is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer and Special Servicer each agree
that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 20 Business Days subsequent to its receipt of
the notice of termination) provide the Trustee or the Servicer, as applicable,
with all documents and records requested by it to enable it to assume the
Servicer's or the Special Servicer's, as the case may be, functions hereunder,
and shall cooperate with the Trustee or the Servicer, as applicable, in
effecting the termination of the Servicer's or the Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within 5 Business Days to the Trustee or the Servicer,
as applicable, for administration by it of all cash amounts which shall at the
time be or should have been credited by the Servicer to the Certificate Account
or any Servicing Account (if it is the Defaulting Party) or by the Special
Servicer to the REO Account (if it is the Defaulting Party) or thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such
termination, whether in respect of Advances (in the case of the Servicer) or
otherwise, and it and its directors, managers, officers, members, employees and
agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).

            (c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the then Controlling Class shall be entitled to terminate
the rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Special Servicer, the
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of such Special Servicer will not, in and of itself, result
in a downgrading, withdrawal or qualification of the then-current ratings
provided by the Rating Agencies in respect to any Class of then outstanding
Certificates that is rated. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c).

            (d) The Servicer and Special Servicer shall, from time to time, take
all such actions as are required by them in order to maintain their respective
status as an approved servicer and special servicer, as applicable and as
pertains to this transaction, with each of the Rating Agencies.

            Section 7.02      Trustee to Act; Appointment of Successor.

            On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to the first sentence of Subsection (a) of
Section 6.04 or receives a notice of termination for cause pursuant to Section
7.01(a), and provided that no acceptable successor has been appointed, the
Trustee shall be the successor to the Servicer and the Servicer shall be the
successor to the Special Servicer, as applicable, in all respects in its
capacity as Servicer or Special Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to, and have
the benefit of, all of the rights, benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Servicer or Special Servicer by
the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party's failure under
Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. The appointment of a successor
Servicer shall not affect any liability of the predecessor Servicer which may
have arisen prior to its termination as Servicer, and the appointment of a
successor Special Servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special
Servicer. The Trustee or Servicer, as applicable, in its capacity as successor
to the Servicer or the Special Servicer, as the case may be, shall not be liable
for any of the representations and warranties of the Servicer or the Special
Servicer, respectively, herein or in any related document or agreement, for any
acts or omissions of the predecessor Servicer or Special Servicer or for any
losses incurred by the Servicer pursuant to Section 3.06 hereunder, nor shall
the Trustee or the Servicer, as applicable, be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor Servicer or
Special Servicer, as the case may be. As compensation therefor, the Trustee as
successor Servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans which the Servicer would have been entitled to if the
Servicer had continued to act hereunder, including but not limited to any income
or other benefit from any Permitted Investment pursuant to Section 3.06, and the
Servicer as successor to the Special Servicer shall be entitled to the Special
Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. Should the Trustee or the
Servicer, as applicable, succeed to the capacity of the Servicer or the Special
Servicer, as the case may be, the Trustee or the Servicer, as applicable, shall
be afforded the same standard of care and liability as the Servicer or the
Special Servicer, as applicable, hereunder notwithstanding anything in Section
8.01 to the contrary, but only with respect to actions taken by it in its role
as successor Servicer or successor Special Servicer, as the case may be, and not
with respect to its role as Trustee or Servicer, as applicable, hereunder.
Notwithstanding the above, the Trustee or the Servicer, as applicable, may, if
it shall be unwilling to act as successor to the Servicer or Special Servicer,
as the case may be, or shall, if it is unable to so act, or if the Trustee or
Servicer, as applicable, is not approved as a servicer or special servicer, as
applicable, by each Rating Agency or if the Holders of Certificates entitled to
at least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution which meets the criteria set
forth in Section 6.04 and otherwise herein, as the successor to the Servicer or
the Special Servicer, as applicable, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer or Special
Servicer hereunder. No appointment of a successor to the Servicer or the Special
Servicer hereunder shall be effective until the assumption in writing by the
successor to the Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter. Pending appointment of a
successor to the Servicer or the Special Servicer hereunder, unless the Trustee
or the Servicer, as applicable, shall be prohibited by law from so acting, the
Trustee or the Servicer, as applicable, shall act in such capacity as herein
above provided. In connection with such appointment and assumption of a
successor to the Servicer or Special Servicer as described herein, the Trustee
or the Servicer, as applicable, 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 with respect to a
successor Servicer or successor Special Servicer, as the case may be, shall be
in excess of that permitted the terminated Servicer or Special Servicer, as the
case may be, hereunder. The Trustee, the Servicer or the Special Servicer
(whichever is not the terminated party) and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor servicer.

            Section 7.03      Notification to Certificateholders.

            (a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

            Section 7.04      Waiver of Events of Default.

            The Holders of Certificates representing at least 662/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under clause (i) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. Upon any
such waiver of an Event of Default by Certificateholders, the Trustee shall be
entitled to recover all costs and expenses incurred by it in connection with
enforcement action taken with respect to such Event of Default prior to such
waiver from the Trust Fund. No such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Event of Default pursuant to this Section
7.04, Certificates registered in the name of the Depositor or any Affiliate of
the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such
Certificates.

            Section 7.05      Trustee and Fiscal Agent as Makers of Advances.

            (a) In the event that the Servicer fails to fulfill its obligations
hereunder to make any Advances, the Trustee shall immediately notify the Fiscal
Agent of such circumstances in writing, and the Trustee shall perform such
obligations (x) within five Business Days of such failure by the Servicer with
respect to Servicing Advances to the extent a Responsible Officer of the Trustee
has actual knowledge of such failure with respect to such Servicing Advances and
(y) by the close of business, New York City time, on the related P&I Advance
Date with respect to P&I Advances pursuant to the Paying Agent's notice of
failure pursuant to Section 4.03(a). With respect to any such Advance made by
the Trustee, the Trustee shall succeed to all of the Servicer's rights with
respect to Advances hereunder, including, without limitation, the Servicer's
rights of reimbursement and interest on each Advance at the Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance
or Servicing Advance, as the case may be, (without regard to any impairment of
any such rights of reimbursement caused by such Servicer's default in its
obligations hereunder); provided, however, that if Advances made by both the
Trustee and the Servicer shall at any time be outstanding, or any interest on
any Advance shall be accrued and unpaid, all amounts available to repay such
Advances and the interest thereon hereunder shall be applied entirely to the
Advances outstanding to the Trustee, until such Advances shall have been repaid
in full, together with all interest accrued thereon, prior to reimbursement of
the Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder. In
the event the Fiscal Agent is not the initial Fiscal Agent, with respect to any
Distribution Date that the Trustee is required to make any P&I Advances,
immediately upon making such P&I Advances the Trustee shall notify the Fiscal
Agent by facsimile that such P&I Advances have been made.

            (b) In the event that the Trustee fails to fulfill its obligations
hereunder to make any Advances following the failure of the Servicer to make an
Advance, the Fiscal Agent shall perform such obligations (x) within one Business
Day of such failure by the Trustee with respect to Servicing Advances and (y) by
no later than 10:00 a.m., New York City time, on the related Distribution Date
with respect to P&I Advances, and, with respect to any such Advance made by the
Fiscal Agent, the Fiscal Agent shall succeed to all of the Trustee's rights with
respect to any such Advance hereunder; provided, however, that if Advances made
by the Servicer, the Trustee and the Fiscal Agent shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and interest hereunder shall be applied
entirely to the Advances outstanding to the Fiscal Agent, until such Advances
shall have been repaid in full, together with all interest accrued thereon. The
Fiscal Agent shall be entitled to conclusively rely on any notice given with
respect to a Nonrecoverable Advance hereunder.

                             [End of Article VII]




<PAGE>


                                 ARTICLE VIII

                   CONCERNING THE TRUSTEE AND FISCAL AGENT

            Section 8.01      Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving 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. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee notify the party providing such instrument and
requesting the correction thereof. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct or bad faith; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing 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 certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred upon the Trustee, under this
      Agreement (unless a higher percentage of Voting Rights is required for
      such action).

            Section 8.02      Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee reasonable security or indemnity against the costs,
      expenses and liabilities which may be incurred therein or thereby; the
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties
      hereunder, or in the exercise of any of its rights or powers, if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably
      assured to it; nothing contained herein shall, however, relieve the
      Trustee of the obligation, upon the occurrence of an Event of Default
      which has not been cured, to exercise such of the rights and powers vested
      in it by this Agreement, and to use the same degree of care and skill in
      their exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be personally liable for any action
      reasonably taken, suffered or omitted by it in good faith and believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity from
      such requesting Holders against such expense or liability as a condition
      to taking any such action. The reasonable expense of every such reasonable
      examination shall be paid by the Servicer or, if paid by the Trustee,
      shall be repaid by the Servicer upon demand;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be deemed to have notice of any Event of Default unless a Responsible
      Officer of the Trustee has actual knowledge thereof or unless written
      notice of any event which is in fact such a default is received by the
      Trustee at the Corporate Trust Office, and such notice references the
      Certificates or this Agreement; and

            (viii) The Trustee shall not be responsible for any act or omission
      of the Servicer, the Special Servicer or [the Extension Adviser] (unless
      the Trustee is acting as Servicer, Special Servicer or [the Extension
      Adviser], as the case may be) or of the Depositor.

            Section 8.03      Trustee and Fiscal Agent Not Liable for Validity
                              or Sufficiency of Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature,
if any, of the Trustee set forth on any outstanding Certificate, shall be taken
as the statements of the Depositor, the Servicer or the Special Servicer, as the
case may be, and the Trustee assumes no responsibility for their correctness.
Neither the Trustee nor the Fiscal Agent makes any representations as to the
validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee set forth thereon) or of any Mortgage
Loan or related document. Neither the Trustee nor the Fiscal Agent shall be
accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Certificate Account or any other account by or on behalf of
the Depositor, the Servicer, the Special Servicer, [the Extension Adviser] or
the Paying Agent (unless the Trustee or the Fiscal Agent is acting as Paying
Agent). Neither the Trustee nor the Fiscal Agent shall be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer,
the Special Servicer or [the Extension Adviser], and accepted by the Trustee or
the Fiscal Agent, as applicable, in good faith, pursuant to this Agreement.

            Section 8.04      Trustee and Fiscal Agent May Own Certificates.

            Each of the Trustee and the Fiscal Agent in its individual capacity,
not as Trustee or Fiscal Agent, may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Servicer, the Special Servicer, the
Placement Agents and the Underwriters in banking transactions, with the same
rights it would have if it were not Trustee or the Fiscal Agent, as applicable.

            Section 8.05      Fees and Expenses of Trustee; Indemnification
                              of Trustee and Fiscal Agent.

            (a) As compensation for the performance of its duties, the Trustee
will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee [(including in the Trustee's capacity as the initial Extension
Adviser)]. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage
Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue
from time to time at the Trustee Fee Rate and shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan and [a 360-day year
consisting of twelve 30-day months] [for the same period of time which any
interest payment due on such Mortgage Loan or deemed due on such REO Loan is
computed]. The Trustee Fee (which shall not be limited to any provision of law
in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee's sole form of compensation for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties of the Trustee hereunder. The Trustee shall pay, at
its own expense, the fees and expenses of the Fiscal Agent.

            (b) The Trustee, the Fiscal Agent and any director, officer,
employee or agent of the Trustee or the Fiscal Agent shall be entitled to be
indemnified and held harmless by the Trust Fund (to the extent of amounts on
deposit in the Certificate Account or Lower-Tier Distribution Account from time
to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages,
judgments and amounts paid in settlement, and expenses incurred in becoming
successor servicer or successor Special Servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or
omission of the Trustee or the Fiscal Agent, as applicable, relating to the
exercise and performance of any of the powers and duties of the Trustee or the
Fiscal Agent, as applicable, hereunder; provided, however, that neither the
Trustee, the Fiscal Agent nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the
Trustee or the Fiscal Agent, as applicable, in the normal course of the
Trustee's performing its duties in accordance with any of the provisions hereof,
which are not "unanticipated expenses of the REMIC" within the meaning of
Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (iv)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of the Trustee's or the Fiscal Agent's
obligations and duties hereunder, or by reason of negligent disregard of such
obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee or the Fiscal Agent made herein. The
provisions of this Section 8.05(b) shall survive the termination of this
Agreement and any resignation or removal of the Trustee and/or Fiscal Agent and
appointment of a successor thereto.

            Section 8.06      Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of
any state or the United States of America, 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
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Servicer or the Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated either (a) if a
Fiscal Agent is then currently in place, not less than (1) "BBB" by ___ and (2)
"BBB" by ___ (provided, that the Fiscal Agent is not an entity that in and of
itself would result in the downgrading, withdrawal or qualification of ___'s
rating of any of the then-rated Certificates) or (b) if a Fiscal Agent is not
then in place, "AA" by each Rating Agency (or such entity as would not, as
evidenced in writing by such Rating Agency, result in the qualification,
downgrading or withdrawal of any of the ratings then assigned thereby to the
Certificates).

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association 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 the place of business from which the Trustee administers
the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office
is located is in a state or local jurisdiction that imposes a tax on the Trust
Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier
REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not
impose such a tax.

            Section 8.07      Resignation and Removal of the Trustee  and the
                              Fiscal Agent.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Servicer by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Servicer, the
Special Servicer and the Certificateholders by the Depositor. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the 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, or if the Trustee or Paying Agent (if different than the Trustee)
shall fail (other than by reason of the failure of either the Servicer or the
Special Servicer to timely perform its obligations hereunder or as a result of
other circumstances beyond the Trustee's or Paying Agent's, as applicable,
reasonable control), to timely publish any report to be delivered, published or
otherwise made available by the Trustee or Paying Agent, as applicable, pursuant
to Section 4.02 and such failure shall continue unremedied for a period of five
days, or if the Trustee or Paying Agent (if different from the Trustee) fails to
make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee or Paying Agent, as applicable, and appoint a
successor trustee acceptable to the Servicer or paying agent acceptable to the
Trustee, as applicable, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee so removed and to the successor trustee in the
case of the removal of the Trustee. A copy of such instrument shall be delivered
to the Servicer, the Special Servicer and the Certificateholders by the
Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the Servicer.

            (d) Subject to the last sentence of the last paragraph of this
Section 8.07(d), the Fiscal Agent shall not be entitled to resign, except under
a determination that it may no longer perform its obligations and duties under
applicable law or such obligations and duties are in material conflict by reason
of applicable law with any other activities carried on by it. Any such
determination is required to be evidenced by an Opinion of Counsel to such
effect delivered to the Depositor and the Trustee. The Fiscal Agent may also
resign from its obligations and duties under this Agreement at any time upon
reasonable notice to the Trustee, provided, that (i) a successor fiscal agent is
willing to assume the obligations, responsibilities, and covenants to be
performed by the Fiscal Agent on substantially the same terms and conditions,
and for not more than equivalent compensation, (ii) the Fiscal Agent bears all
costs associated with such resignation, (iii) the successor fiscal agent has a
long-term debt rating of at least "AA" from each Rating Agency or, as confirmed
in writing by each Rating Agency, is an entity that in and of itself would not
result in a downgrading, withdrawal or qualification of any rating of any
then-rated Certificate, (iv) the successor fiscal agent is approved by the
Depositor and the Trustee and (v) the Rating Agencies shall have confirmed in
writing that the appointment of such successor fiscal agent will not adversely
affect or result in a withdrawal, downgrading, or qualification of the ratings
on the Certificates that are then-rated.

            Upon any resignation or removal of the Fiscal Agent, the Trustee
will be required to designate a successor Fiscal Agent whose appointment will
not adversely affect the ratings on the Certificates then rated, unless (i)
there is a successor Fiscal Agent already provided for in accordance with the
proviso to the last sentence of the preceding paragraph in this Section 8.07(d)
or (ii) the long-term senior unsecured debt of the Trustee is rated "AA" by each
Rating Agency (or such other rating by either Rating Agency as would not, as
evidenced in writing by such Rating Agency, adversely affect any of the ratings
then assigned thereby to the Certificates).

            Any resignation or removal of the Trustee and the Fiscal Agent and
appointment of a successor Trustee and Fiscal Agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor Trustee and Fiscal Agent as provided in Section
8.08, except that the resignation or removal of the Fiscal Agent shall become
effective immediately if, at the time of such resignation or removal, the
long-term senior unsecured debt of the Trustee is rated "AA" by each Rating
Agency (or such other rating by either Rating Agency as would not, as evidenced
in writing by such Rating Agency, adversely affect any of the ratings then
assigned thereby to the Certificates).

            Upon any succession of the Trustee under this Agreement, the
predecessor Trustee shall be entitled to the payment of accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred including, without limitation, unreimbursed
Advances. No Trustee or Fiscal Agent shall be personally liable for any action
or omission of any successor Trustee or successor Fiscal Agent. Notwithstanding
anything to the contrary herein, resignation or removal of the initial Trustee
shall automatically result in the simultaneous resignation or removal of the
initial Fiscal Agent.

            Section 8.08      Successor Trustee and Fiscal Agent.

            (a) Any successor Trustee or Fiscal Agent appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Depositor, the
Servicer, the Special Servicer and to its predecessor Trustee or Fiscal Agent,
as applicable, an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Fiscal Agent, as
applicable, shall become effective and such successor Trustee or Fiscal Agent,
as applicable, 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 or Fiscal
Agent herein. The predecessor Trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by a Custodian, which
Custodian, at Custodian's option, shall become the agent of the successor
Trustee), and the Depositor, the Servicer, the Special Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor Trustee all such rights, powers, duties and
obligations, and to enable the successor Trustee to perform its obligations
hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee or Fiscal
Agent as provided in this Section 8.08, the Servicer shall mail notice of the
succession of such Trustee or Fiscal Agent hereunder to the Depositor and the
Certificateholders. If the Servicer fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee or Fiscal Agent, such
successor Trustee or Fiscal Agent, as applicable, shall cause such notice to be
mailed at the expense of the Servicer.

            Section 8.09      Merger or  Consolidation  of  Trustee or Fiscal
                              Agent.

            Any Person into which the Trustee or the Fiscal Agent may be merged
or converted or with which it may be consolidated or any Person resulting from
any merger, conversion or consolidation to which the Trustee or the Fiscal Agent
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee or the Fiscal Agent, shall be the
successor of the Trustee or the Fiscal Agent, respectively, hereunder; provided,
that, in the case of the Trustee, such successor Person shall be eligible under
the provisions of Section 8.06, 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. The Trustee or the Fiscal Agent, as the case may be,
will provide notice of such event to the Servicer, the Special Servicer, the
Depositor and the Rating Agencies.

            Section 8.10      Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Servicer 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 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 Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11      Appointment of Custodians.

            The Trustee may, with the consent of the Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor or any Affiliate
of the Depositor. Each Custodian shall be subject to the same obligations and
standard of care as would be imposed on the Trustee hereunder in connection with
the retention of Mortgage Files directly by the Trustee. The appointment of one
or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian. Any Custodian appointed hereunder must maintain a fidelity
bond and errors and omissions policy in an amount customary for Custodians which
serve in such capacity in commercial mortgage loan securitization transactions.

            Section 8.12      Access to Certain Information.

            (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Paying Agent and the Trustee three copies of any private placement memorandum or
other disclosure document used by the Depositor or its Affiliate in connection
with the offer and sale of the Class of Certificates to which such
Non-Registered Certificate relates. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trustee and the Paying Agent, the
Depositor promptly shall inform the Trustee of such event and shall deliver to
the Paying agent and the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Paying Agent (or
with respect to item (ii)(j) below, the Trustee) shall maintain at its offices
primarily responsible for administering the Trust Fund and shall, upon
reasonable advance notice, make available during normal business hours for
review by any Holder of a Certificate, the Depositor, the Servicer, the Special
Servicer, [the Extension Adviser,] any Rating Agency or any other Person to whom
the Paying Agent (or the Trustee, if applicable) believes such disclosure is
appropriate, originals or copies of the following items: (i) in the case of a
Holder or prospective transferee of a Non-Registered Certificate, any private
placement memorandum or other disclosure document relating to the Class of
Certificates to which such Non-Registered Certificate belongs, in the form most
recently provided to the Paying Agent and (ii) in all cases, (a) this Agreement
and any amendments hereto entered into pursuant to Section 11.01, (b) all
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, (c) all Officer's Certificates
delivered to the Paying Agent since the Closing Date pursuant to Section 3.13,
(d) all accountants' reports delivered to the Paying Agent since the Closing
Date pursuant to Section 3.14, (e) any inspection report prepared by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent and Servicer in respect of each Mortgaged Property pursuant to
Section 3.12(a), (f) as to each Mortgage Loan pursuant to which the related
Mortgagor is required to deliver such items or the Special Servicer has
otherwise acquired such items, the most recent annual operating statement and
rent roll of the related Mortgaged Property and financial statements of the
related Mortgagor and any other reports of the Mortgagor collected by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent pursuant to Section 3.12(b), together with the accompanying written
reports to be prepared by the Special Servicer and delivered to the Paying Agent
pursuant to Section 3.12(b), (g) any and all notices, reports and Environmental
Assessments delivered to the Paying Agent with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Mortgage Loan are
part of the Trust Fund), (h) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan entered into by the Servicer or the Special
Servicer and delivered to the Paying Agent pursuant to Section 3.20 (but only
for so long as the affected Mortgage Loan is part of the Trust Fund), (i) any
and all Officer's Certificates delivered to the Paying Agent to support the
Servicer's determination that any P&I Advance or Servicing Advance was or, if
made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as the case may be, (j) any and all of the Mortgage Loan documents contained in
the Mortgage File, (k) any and all Appraisals obtained pursuant to the
definition of "Appraisal Reduction" herein, (l) information regarding the
occurrence of Servicing Transfer Events as to the Mortgage Loans and (m) any and
all Sub-Servicing Agreements and any amendments thereto and modifications
thereof. Copies of any and all of the foregoing items will be available from the
Paying Agent upon request; provided, however, that the Paying Agent shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies, which shall be free of charge. In addition, without
limiting the generality of the foregoing, any Class [F], Class [G] and Class [H]
Certificateholder may upon request from the Paying Agent obtain a copy of any
factual report (other than the Asset Status Report) delivered to the Rating
Agencies under this Agreement.

            (b) The Servicer shall provide a financial market publisher, which
initially shall be Bloomberg, L.P., on a quarterly basis, current information
regarding the items listed on Schedule 1 hereto with respect to the Mortgaged
Properties, to the extent such information due from Mortgagors and such
Mortgagors have authorized the release of such information. If any such
information is provided on or before ___________, 200_, the Servicer shall
provide the Prospectus to Bloomberg, L.P.

            (c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Servicer and the Paying Agent shall, in accordance with such reasonable rules
and procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be used solely for purposes
of evaluating the investment characteristics of the Certificates be executed),
also provide the reports available to Certificateholders pursuant to Section
4.02, as well as certain additional information received by the Servicer or the
Paying Agent, as the case may be, to any Certificateholder, the Underwriters,
the Placement Agents, any Certificate Owner or any prospective investor
identified as such by a Certificate Owner or Underwriter, that requests such
reports or information; provided, that the Servicer or the Paying Agent, as the
case may be, shall be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing copies of such reports or
information.

            (d) With respect to any information furnished by the Paying Agent or
the Servicer pursuant to this Section 8.12, the Paying Agent or Servicer, as the
case may be, shall be entitled to indicate the source of such information and
the Paying Agent or Servicer, as applicable, may affix thereto any disclaimer it
deems appropriate in its discretion. The Paying Agent or the Servicer, as
applicable, shall notify Certificateholders of the availability of any such
information in any manner as it, in its sole discretion, may determine. In
connection with providing access to or copies of the items described in the
preceding paragraph, the Paying Agent or the Servicer, as the case may be, may
require (a) in the case of Certificate Owners, a confirmation executed by the
requesting Person substantially in form and substance reasonably acceptable to
the Servicer or Paying Agent, as applicable, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent or the Servicer, as the
case may be, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential. Neither the Servicer nor the Paying Agent
shall be liable for the dissemination of information in accordance with this
Agreement.

            Section 8.13      Representations and Warranties of the Trustee and
                              the Fiscal Agent.

            (a) The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's charter and by-laws or constitute
      a default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      national banking associations specifically and (b) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Trustee to perform its obligations under this Agreement or the
      financial condition of the Trustee;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect either
      the ability of the Trustee to perform its obligations under this Agreement
      or the financial condition of the Trustee; and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

            (b) The Fiscal Agent hereby represents and warrants to the
Depositor, the Servicer and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Fiscal Agent is a foreign banking corporation, duly
      organized, validly existing and in good standing under the laws governing
      its creation;

            (ii) The execution and delivery of this Agreement by the Fiscal
      Agent, and the performance and compliance with the terms of this Agreement
      by the Fiscal Agent, will not violate the Fiscal Agent's charter and
      by-laws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets;

            (iii) The Fiscal Agent has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Fiscal Agent, enforceable against the Fiscal
      Agent in accordance with the terms hereof, subject to (a) applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws
      affecting the enforcement of creditors' rights generally and the rights of
      creditors of national banking associations specifically and (b) general
      principles of equity, regardless of whether such enforcement is considered
      in a proceeding in equity or at law;

            (v) The Fiscal Agent is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Fiscal Agent's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Fiscal Agent to perform its obligations under this
      Agreement or the financial condition of the Fiscal Agent;

            (vi) No litigation is pending or, to the best of the Fiscal Agent's
      knowledge, threatened against the Fiscal Agent which would prohibit the
      Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's
      good faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Fiscal Agent to perform its obligations
      under this Agreement or the financial condition of the Fiscal Agent; and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Fiscal Agent, or compliance by the Fiscal Agent with,
      this Agreement or the consummation of the transactions contemplated by
      this Agreement, except for any consent, approval, authorization or order
      which has not been obtained or cannot be obtained prior to the actual
      performance by the Fiscal Agent of its obligations under this Agreement,
      and which, if not obtained would not have a materially adverse effect on
      the ability of the Fiscal Agent to perform its obligations hereunder.

                            [End of Article VIII]




<PAGE>


                                  ARTICLE IX

                                 TERMINATION

            Section 9.01      Termination  Upon  Repurchase or Liquidation of
                              All Mortgage Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Paying Agent, the
Depositor, the Servicer, the Special Servicer and the Trustee (other than the
obligations of the Paying Agent or Trustee, as applicable, to provide for and
make payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held
by or on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the purchase by the
Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class [LR] Certificates of all the Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the
aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans)
included in the Trust Fund, (2) the Appraised Value of each REO Property, if
any, included in the Trust Fund (such Appraisals in clause (a)(2) to be
conducted by an Independent MAI-designated appraiser selected and mutually
agreed upon by the Servicer and the Trustee, and approved by more than 50% of
the Voting Rights of the Classes of Certificates then outstanding (other than
the Controlling Class unless the Controlling Class is the only Class of
Certificates then outstanding)) and (3) the reasonable out-of-pocket expenses of
the Servicer with respect to such termination, unless the Servicer is the
purchaser of such Mortgage Loans, minus (b) solely in the case where the
Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Servicer in
respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and any
unpaid Servicing Fees, remaining outstanding (which items shall be deemed to
have been paid or reimbursed to the Servicer in connection with such purchase)
and (ii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James's, living on the date hereof.

            The Servicer, the Special Servicer, the Holders of the Controlling
Class or the Holders of the Class [LR] Certificates may, at their option, elect
to purchase all of the Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (i) of the preceding paragraph by giving
written notice to the Trustee, the Paying Agent and the other parties hereto no
later than 60 days prior to the anticipated date of purchase; provided, however,
that the Servicer, the Special Servicer, the Holders of the Controlling Class or
the Holders of the Class [LR] Certificates may so elect to purchase all of the
Mortgage Loans and each REO Property remaining in the Trust Fund only on or
after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans set forth in the Preliminary Statement. In the event that the Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the
Class [LR] Certificates purchases all of the Mortgage Loans and each REO
Property remaining in the Trust Fund in accordance with the preceding sentence,
the Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class [LR] Certificates, as applicable, shall deposit in the
Lower-Tier Distribution Account not later than the P&I Advance 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 above-described
purchase price or Termination Price, as applicable (exclusive of any portion
thereof payable to any Person other than the Certificateholders pursuant to
Section 3.05(a), which portion shall be deposited in the Certificate Account).
In addition, the Servicer shall transfer to the Lower-Tier Distribution Account
all amounts required to be transferred thereto on such P&I Advance Date from the
Certificate Account pursuant to the first paragraph of Section 3.04(b), together
with any other amounts on deposit in the Certificate Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class [LR] Certificates, as applicable, the Mortgage Files for
the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class [LR] Certificates,
as applicable, as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund.

            For purposes of this Section 9.01, the Holders of the Controlling
Class shall have the first option to terminate the Trust Fund, then the Special
Servicer, then the Servicer, and then the Holders of the Class [LR]
Certificates. For purposes of this Section 9.01, the Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Paying Agent by letter to Certificateholders and each
Rating Agency and, if not previously notified pursuant to this Section 9.01, to
the other parties hereto mailed (a) in the event such notice is given in
connection with the purchase of all of the Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates, or (b) otherwise during the month of such final distribution
on or before the P & I Advance Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or
such other location therein designated.

            After transferring the Lower-Tier Distribution Amount and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant
to Section 4.01(d) to the Upper-Tier Distribution Account pursuant to Section
3.04(b), and upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Upper-Tier Distribution Account that are
allocable to payments on the Class of Certificates so presented and surrendered.
Amounts on deposit in the Upper-Tier Distribution Account as of the final
Distribution Date (exclusive of any portion of such amounts payable or
reimbursable to any Person pursuant to clause (ii) of Section 3.05(c)) shall be
allocated for the purposes, in the amounts and in accordance with the priority
set forth in Sections 4.01(a) and 4.01(e) and shall be distributed in
termination and liquidation of the Uncertificated Lower-Tier Interests and the
Class [LR] Certificates in accordance with Sections 4.01(b) and (d). Any funds
not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of the Trustee (as holder of the Uncertificated
Lower-Tier Interests) and the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01 and Section 4.01(g).

            Section 9.02      Additional Termination Requirements.

            In the event the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates purchases all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, which are intended to meet the definition of
a "qualified liquidation" in Section 860F(a)(4) of the Code:

            (i) the Paying Agent shall specify the date of adoption of the plan
      of complete liquidation (which shall be the date of mailing of the notice
      specified in section 9.01) in a statement attached to each of the
      Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
      Treasury Regulations Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any
      regulations thereunder;

            (ii) during such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of the Trust Fund to the Servicer, the
      Special Servicer, the Holders of the Controlling Class or the Holders of
      the Class [LR] Certificates, as applicable, for cash; and

            (iii) immediately following the making of the final payment on the
      Uncertificated Lower-Tier Interests and the Certificates, the Paying Agent
      shall distribute or credit, or cause to be distributed or credited, to the
      Holders of the Class [LR] Certificates (in the case of the Lower-Tier
      REMIC) and the Class [R] Certificates (in the case of the Upper-Tier
      REMIC) all cash on hand (other than cash retained to meet claims), and the
      Trust Fund and each of the Lower-Tier REMIC and the Upper-Tier REMIC shall
      terminate at that time.

            (iv) The party purchasing all of the Mortgage Loans and each REO
      Property as provided above shall provide the Trustee with an Opinion of
      Counsel at the expense of such party to the effect that such liquidation
      is a "qualified liquidation" pursuant to Section 860F(a)(4) of the Code.

                             [End of Article IX]


<PAGE>


                                  ARTICLE X

                         ADDITIONAL REMIC PROVISIONS

            Section 10.01     REMIC Administration.

            (a) The Servicer shall make an election to treat each of the
Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Uncertificated Lower-Tier Interests and the
Certificates are issued. For the purposes of the REMIC election in respect of
the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated
as the "regular interests" and the Class [R] Certificates shall be designated as
the sole class of "residual interests" in the Upper-Tier REMIC. For purposes of
the REMIC election in respect of the Lower-Tier REMIC, each Class of
Uncertificated Lower-Tier Interests shall be designated as the "regular
interests" and the Class [LR] Certificates shall be designated as representing
the sole class of "residual interests" in the Lower-Tier REMIC. None of the
Special Servicer, the Servicer and the Trustee shall permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the Lower-Tier
REMIC or the Upper-Tier REMIC other than the foregoing interests.

            (b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code.

            (c) The Servicer shall act on behalf of each REMIC in relation to
any tax matter or controversy involving either REMIC and shall represent each
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Servicer shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans and any REO
Properties on deposit in the Certificate Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Servicer's
willful misfeasance, bad faith or gross negligence. The Holder of the largest
Percentage Interest in each of the Class [R] and Class [LR] Certificates shall
be designated, in the manner provided under Treasury Regulations Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-IT, as the
"tax matters person" of the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively. By their acceptance thereof, the Holders of the largest Percentage
Interest in each of the Class [R] and Class [LR] Certificates hereby agrees to
irrevocably appoint the Servicer as their agent to perform all of the duties of
the "tax matters person" for Upper-Tier REMIC and the Lower-Tier REMIC,
respectively.

            (d) The Servicer shall prepare or cause to be prepared and shall
file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to either of the Lower-Tier REMIC and the Upper-Tier REMIC
created hereunder and deliver such Tax Returns that require signature in a
timely manner to the Trustee and the Trustee shall sign such Tax Returns in a
timely manner. The expenses of preparing such returns shall be borne by the
Servicer without any right of reimbursement therefor. The Servicer agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions.

            (e) Servicer shall provide or cause to be provided (i) to any
Transferor of a Class [R] Certificate or Class [LR] Certificate such information
as is necessary for the application of any tax relating to the transfer of such
Class [R] Certificate or Class [LR] Certificate to any Person who is a
Disqualified Organization, or in the case of a Transfer to an Agent thereof, to
such Agent, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the "tax matters person" who will serve as the representative of each
of the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.

            (f) The Servicer shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Servicer's control and
the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC
as a REMIC under the REMIC Provisions (and the Trustee shall assist the
Servicer, to the extent reasonably requested by the Servicer to do so). Neither
the Servicer nor the Special Servicer shall knowingly or intentionally take any
action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably within its control and the scope of
duties more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) result in the
imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC or
the Trust Fund (including but not limited to the tax on "prohibited
transactions" as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code, but not
including the tax on "net income from foreclosure property") (either such event,
an "Adverse REMIC Event") unless the Servicer receives an Opinion of Counsel (at
the expense of the party seeking to take such action or, if such party fails to
pay such expense, and the Servicer determines that taking such action is in the
best interest of the Trust Fund and the Certificateholders, at the expense of
the Trust Fund, but in no event at the expense of the Servicer or the Trustee)
to the effect that the contemplated action will not, with respect to the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, endanger
such status or, unless the Servicer determines in its sole discretion to
indemnify the Trust Fund against such tax, result in the imposition of such a
tax (not including a tax on "net income from foreclosure property"). The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Servicer has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the Trust Fund, either the Lower-Tier REMIC or the Upper-Tier REMIC or any of
its assets, or causing the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC to take any action, which is not expressly permitted under the
terms of this Agreement, the Trustee will consult with the Servicer or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the Trust Fund or either the Lower-Tier
REMIC or the Upper-Tier REMIC and the Trustee shall not take any such action or
cause the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to
take any such action as to which the Servicer has advised it in writing that an
Adverse REMIC Event could occur. The Servicer may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at
the expense of the Servicer or the Trustee. At all times as may be required by
the Code, the Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of each of the Lower-Tier REMIC and the Upper-Tier REMIC as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

            (g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(d) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Servicer in writing), and shall remit to the Servicer such reserved amounts
as the Servicer shall request in order to pay such taxes. Except as provided in
the preceding sentence, the Servicer shall withdraw from the Certificate Account
sufficient funds to pay or provide for the payment of, and to actually pay, such
tax as is estimated to be legally owed by either the Lower-Tier REMIC or the
Upper-Tier REMIC (but such authorization shall not prevent the Servicer from
contesting, at the expense of the Trust Fund (other than as a consequence of a
breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The Servicer is hereby authorized to and shall
segregate, into a separate non-interest bearing account, the net income from any
"prohibited transaction" under Code Section 860F(a) or the amount of any taxable
contribution to the Lower-Tier REMIC or the Upper-Tier REMIC 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 prohibited transactions tax. To the
extent that any such tax (other than any such tax paid in respect of "net income
from foreclosure property") is paid to the Internal Revenue Service or
applicable state or local tax authorities, the Servicer shall retain an equal
amount from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the Lower-Tier REMIC, to the Holders of the Uncertificated
Lower-Tier Interests to the extent they are fully reimbursed for any Collateral
Support Deficit arising therefrom and then to the Holders of the Class [LR]
Certificates in the manner specified in Section 4.01(b) and (y) in the case of
the Upper-Tier REMIC, to the Holders of Class [A], Class [B], Class [C], Class
[D], Class [E], Class [F], Class [G], Class [H] and Class [X] Certificates, as
applicable, in the manner specified in Section 4.01(a), to the extent they are
fully reimbursed for any Collateral Support Deficit arising therefrom and then
to the Holders of the Class [R] Certificates. None of the Trustee, the Fiscal
Agent, the Servicer or the Special Servicer shall be responsible for any taxes
imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC except to the
extent such taxes arise as a consequence of a breach of their respective
obligations under this Agreement.

            (h) The Trustee (to the extent required to maintain books and
records hereunder) and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to each of the Lower-Tier REMIC and the
Upper-Tier REMIC on a calendar year and on an accrual basis or as otherwise may
be required by the REMIC Provisions.

            (i) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Lower-Tier
REMIC or the Upper-Tier REMIC will not (i) cause either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject either the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) Neither the Servicer nor the Trustee shall enter into any
arrangement by which the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC will receive a fee or other compensation for services nor
permit the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a "regular
interest" in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount
of each Class of Uncertificated Lower-Tier Interests representing a "regular
interest" in the Lower-Tier REMIC would be reduced to zero is __________, 200_
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.

            (l) Within 30 days after the Closing Date, the Servicer shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Lower-Tier REMIC and the Upper-Tier
REMIC.

            (m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC or sell or dispose of any investments in the Certificate
Account, the Distribution Accounts or the REO Account for gain unless it has
received an Opinion of Counsel that such sale, disposition or substitution will
not (a) affect adversely the status of either the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or (b) unless the Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause the Trust
Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a
tax on "prohibited transactions" pursuant to the REMIC Provisions.

            Section 10.02     Depositor,  Special Servicer,  Paying Agent and
                              Trustee to Cooperate with Servicer.

            (a) The Depositor shall provide or cause to be provided to the
Servicer, within 10 days after the Closing Date, all information or data that
the Servicer reasonably determines to be relevant for tax purposes as to the
valuations and Issue Prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumption and projected cash flow of the
Certificates.

            (b) The Servicer, the Special Servicer, the Paying Agent and the
Trustee shall each furnish such reports, certifications and information, and
upon reasonable notice and during normal business hours, access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the Servicer in order to enable it
to perform its duties hereunder.

            Section 10.03     Use of Agents.

            The Servicer shall execute all of its obligations and duties under
this Article X through its corporate trust department located at
_______________________. The Servicer may execute any of its obligations and
duties under this Article X either directly or by or through agents or
attorneys. The Servicer shall not be relieved of any of its duties or
obligations under this Article X by virtue of the appointment of any such agents
or attorneys.

                              [End of Article X]




<PAGE>


                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

            Section 11.01     Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:

            (i) to cure any ambiguity;

            (ii) to correct or supplement any provisions herein or therein,
      which may be inconsistent with any other provisions herein or therein or
      to correct any error;

            (iii) to modify, eliminate or add to any of its provisions to such
      extent as shall be necessary to maintain the qualification of the Trust
      Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at
      all times that any Certificate is outstanding or to avoid or minimize the
      risk of the imposition of any tax on the Trust Fund or either the
      Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would
      be a claim against the Trust Fund or either the Lower-Tier REMIC or the
      Upper-Tier REMIC, provided, that the Trustee has received an Opinion of
      Counsel to the effect that (a) such action is necessary or desirable to
      maintain such qualification or to avoid or minimize the risk of the
      imposition of any such tax, (b) such action will not adversely affect in
      any material respect the interests of any Certificateholder, and (c) such
      change shall not result in the withdrawal, downgrade or qualification of
      the then-current rating assigned to any Class of Certificates, as
      evidenced by a letter from each Rating Agency to such effect;

            (iv) to change the timing and/or nature of deposits into the
      Certificate Account, the Distribution Accounts or REO Account or to change
      the name in which the Certificate Account is maintained, provided, that
      (a) the P&I Advance Date shall in no event be later than the related
      Distribution Date, (b) such change shall not, as evidenced by an Opinion
      of Counsel, adversely affect in any material respect the interests of any
      Certificateholder and (c) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect;

            (v) to modify, eliminate or add to the provisions of Section 5.02(d)
      or any other provision hereof restricting transfer of the Residual
      Certificates by virtue of their being the REMIC "residual interests,"
      provided, that (a) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect, and (b) such change shall not, as evidenced by an Opinion of
      Counsel, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC
      or any of the Certificateholders (other than the Transferor) to be subject
      to a federal tax caused by a Transfer to a Person that is a Disqualified
      Organization or a Non-U.S. Person;

            (vi) to make any other provisions with respect to matters or
      questions arising under this Agreement which shall not be materially
      inconsistent with the provisions of this Agreement, provided, that such
      action shall not, (x) as evidenced by an Opinion of Counsel, adversely
      affect in any material respect the interests of any Certificateholder not
      consenting thereto (y) result in the downgrade, withdrawal or
      qualification of the then-current rating assigned to any Class of
      Certificates, as evidenced by a letter from each Rating Agency to such
      effect; and

            (vii) to amend or supplement any provision hereof to the extent
      necessary to maintain the rating or ratings assigned to each Class of
      Certificates by each Rating Agency provided that such change shall not
      result in the downgrade, withdrawal or qualification of the then-current
      rating assigned to any Class of Certificates, as evidenced by a letter
      from each Rating Agency to such effect.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 51% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) modify the definition of Servicing Standard; or

            (v) amend this Section 11.01.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel (at the Trust Fund's expense) to the effect that such amendment is
permitted hereunder and that such amendment or the exercise of any power granted
to the Servicer, the Depositor, the Special Servicer, the Trustee or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on the Trust Fund, the Lower-Tier REMIC or the Upper-Tier
REMIC or cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a statement describing the amendment to each Certificateholder and
the Paying Agent and a copy of such amendment to each Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.

            Section 11.02     Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Depositor on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the cost
of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            (c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the
location of the Trustee's place of business, the costs of which, if any, to be
at the Trustee's expense.

            Section 11.03     Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder 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 party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class 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 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 11.04     Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            Section 11.05     Notices.

            Any  communications  provided for or permitted  hereunder shall be
in writing and, unless otherwise  expressly  provided herein,  shall be deemed
to have been duly given if  personally  delivered  at or mailed by  registered
mail,  postage  prepaid  (except  for  notices to the  Trustee  which shall be
deemed to have been duly given  only when  received),  to:  (i) in the case of
the  Depositor,  GE Commercial  Mortgage  Corporation,  [125 Park Avenue,  New
York, New York 10017],  Attention:  Daniel J. Vinson,  Esq.,  telecopy number:
(212)  __________;  (ii) in the case of the  Servicer,  __________  Attention:
__________ telecopy number:  (___) ___-____;  (iii) in the case of the Special
Servicer _________________________,  Attention: ____________, telecopy number:
____________,  with  a  copy  to  _________,  Esq.,  ________________________,
telecopy  number:  _______;  (iv) in  the case of the  Trustee  and the Fiscal
Agent,  _______________________,  Attention:  ________________,  GE Commercial
Mortgage Corporation,  Series 200_-__,  telecopy number: ________; (v)  in the
case of the initial Paying Agent,  the initial  Certificate  Registrar and the
initial  Authenticating Agent,  __________,  Attention:  __________,  telecopy
number:    __________;    (vi) in   the   case   of   the   Rating   Agencies,
(a) _________________________________________________                      and
(b) ______________________,  Attention:  __________________,  telecopy number:
________;  and (vii) in the case of the Mortgage Loan Sellers, (a) __________,
Attention:     __________,     telecopy     number    (212)    622-3584    and
(b)_______________________________________,   Attention:  ___________________,
telecopy  number  ________________;  or as to  each  such  Person  such  other
address as may hereafter be furnished by such Person to the parties  hereto in
writing.  Any  communication  required  or  permitted  to  be  delivered  to a
Certificateholder  shall be deemed to have been duly given when  mailed  first
class,  postage  prepaid,  to the  address  of such  Holder  as  shown  in the
Certificate  Register.  Any  notice so mailed  within the time  prescribed  in
this  Agreement  shall be  conclusively  presumed  to have  been  duly  given,
whether or not the Certificateholder receives such notice.

            Section 11.06     Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 11.07     Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Certificate Account, the Distribution Account, [the Excess Interest
Distribution Account], the [Interest Reserve Account] and, if established, the
REO Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans and (ii) this
Agreement shall constitute a security agreement under applicable law. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.

            Section 11.08     Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.

            Section 11.09     Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 11.10     Notices to the Rating Agencies.

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) any change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Servicer or the Special
      Servicer;

            (iv) any change in the location of either of the Distribution
      Accounts;

            (v) the repurchase of Mortgage Loans by a Mortgage Loan Seller
      pursuant to Section 3 of the Mortgage Loan Purchase Agreement; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) the resignation or removal of the Trustee;

            (ii) any change in the location of the Certificate Account; and

            (iii) any event that would result in the voluntary or involuntary
      termination of any insurance of the accounts of the Paying Agent or the
      Trustee.

            (iv) any change in the lien priority of any Mortgage Loan;

            (v) any additional lease to an anchor tenant or termination of any
      existing lease to an anchor tenant at retail properties for any Mortgage
      Loan with a Stated Principal Balance that is equal to or greater than the
      lesser of (1) an amount greater than 5% of the then aggregate outstanding
      principal balances of the Mortgage Loans or (2) $35,000,000;

            (vi) any material damage to any Mortgaged Property;

            (vii) any assumption with respect to a Mortgage Loan; and

            (viii) any release or substitution of any Mortgaged Property.

            (c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) inspection reports and other items delivered to each of the
      Servicer and Special Servicer pursuant to Sections 3.12(a) and 3.12(b);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) a Collection Report with respect to each Distribution Date
      required to be delivered pursuant to Section 4.02(b); and

            (v) each waiver and consent provided pursuant to Section 3.08.

            (d) The Paying Agent shall promptly furnish to each Rating Agency a
copy of the Distribution Date Statement distributed pursuant to Section 4.02(a)
and shall promptly furnish notice the Rating Agencies of (i) any change in the
location of either of the Distribution Accounts and (ii) the final payment to
any Class of Certificateholders.

            (e) The Trustee, the Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and which
the Trustee, the Servicer or Special Servicer, can reasonably provide in
accordance with applicable law and without waiving any attorney client privilege
relating to such information or violating the terms of this Agreement or any
Mortgage Loan documents. The Trustee, the Servicer and Special Servicer, as
applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein,
nothing in this Section 11.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed
items.

                             [End of Article XI]

                   [SIGNATURES COMMENCE ON FOLLOWING PAGE]


<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       GE COMMERCIAL MORTGAGE
                                       CORPORATION

                                          Depositor

                                          By:
                                                ------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                ------------------------------


                                          Servicer

                                          By:
                                                ------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                ------------------------------


                                          Special Servicer

                                          By:
                                                ------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                ------------------------------


                                          Trustee

                                          By:
                                                ------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                ------------------------------


                                          Fiscal Agent

                                          By:
                                                ------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                ------------------------------


                                          By:
                                                ------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                ------------------------------


<PAGE>



STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )


            On the ______ day of __________________, 200_ before me, a notary
public in and for said State, personally appeared ________________________ known
to me to be a ______________________ of GE Commercial Mortgage Corporation, one
of the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          ______________________________
                                                  Notary Public

[Notarial Seal]


<PAGE>


STATE OF                   )
                           )  ss.:
COUNTY OF                  )


            On the _______ day of ___________, 200_, before me, a notary public
in and for said State, personally appeared _____________________________ known
to me to be a ________________________ of ______________, a _______________ that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such _______________, and acknowledged to me that such
_______________ executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          ______________________________
                                                  Notary Public

[Notarial Seal]


<PAGE>


STATE OF ____________      )
                           )  ss.:
COUNTY OF ____________     )


            On the ______ day of ____________, 200_ before me, a notary public
in and for said State, personally appeared ___________________ known to me to be
a __________ of __________, a _________ that executed the within instrument, and
also known to me to be the person who executed it on behalf of such __________,
and acknowledged to me that such __________ executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          ______________________________
                                                  Notary Public

[Notarial Seal]


<PAGE>


STATE OF ____________      )
                           )  ss.:
COUNTY OF ____________     )


            On the ______ day of ____________, 200_ before me, a notary public
in and for said State, personally appeared ___________________ known to me to be
a _______ of __________, a __________that executed the within instrument, and
also known to me to be the person who executed it on behalf of such __________,
and acknowledged to me that such __________executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          ______________________________
                                                  Notary Public

[Notarial Seal]


<PAGE>


STATE OF ____________      )
                           )  ss.:
COUNTY OF ____________     )


            On the ______ day of ____________, 200_ before me, a notary public
in and for said State, personally appeared ___________________, known to me to
be a ________ of ___________________, a __________ organized under the laws of
the _______that executed the within instrument, and also known to me to be the
person who executed it on behalf of such __________, and acknowledged to me that
such __________executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          ______________________________
                                                  Notary Public

[Notarial Seal]

<PAGE>


STATE OF ____________      )
                           )  ss.:
COUNTY OF ____________     )


            On the ______ day of ____________, 200_ before me, a notary public
in and for said State, personally appeared ___________________, known to me to
be a ________ of ______________, a __________ organized under the laws of the
_______that executed the within instrument, and also known to me to be the
person who executed it on behalf of such __________, and acknowledged to me that
such __________ executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          ______________________________
                                                  Notary Public

[Notarial Seal]





<PAGE>



                                  SCHEDULE 1

                      COMPUTERIZED DATABASE INFORMATION

                              FIELD
                              Identification Number
                              Property Type
                              Property City and State
                              Year Built
                              Year Renovated
                              Occupancy Rate as Of ___
                              Total Square Feet
                              Number of units
                              Original Principal Balance
                              Prepayment Premium
                              Note Rate
                              Annual Debt Service
                              Current DSCR
                              Appraised Value (MAI)
                              Cut-off LTV (MAI)
                              LTV at Maturity (MAI)
                              Annual Reserves per Square Foot/Unit
                              Origination Date
                              Maturity Date
                              (Original) Loan Balance Per SF or Per Unit
                              Current Unpaid Principal Balance
                              200_ Actual or Rolling 12 Month NOI
                              Actual Current Annual Net Operating Income



<PAGE>


                                  SCHEDULE 2

                   BORROWER CONCENTRATIONS IN EXCESS OF 5%

   (IDENTIFIED BY LOAN ID NUMBER ON EXHIBIT A TO THE PROSPECTUS SUPPLEMENT)

<PAGE>



                                EXHIBIT [A-1]

                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                          SERIES 200_-_, CLASS [A-1]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

PASS-THROUGH RATE: ____%               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION:  $____________           DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING          $________________
AGREEMENT: AS OF ________, 200_
                                       SERVICER:
CUT-OFF DATE:  ____________, 200_      _________________________________

CLOSING DATE:  ____________, 200_      SPECIAL SERVICER:__________________

FIRST DISTRIBUTION DATE:               TRUSTEE:____________________________
____________, 200_

                                       FISCAL AGENT:_______________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    PAYING AGENT:______________________
OF THE CLASS [A-1] CERTIFICATES
AS OF THE CLOSING DATE:  $_______      CUSIP NO._________

                                       CERTIFICATE NO.:  _______

----------
(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend

<PAGE>


                           CLASS [A-1] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Accounts, and the REO
Accounts, formed and sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [A-1] Certificates issued by the Trust Fund created pursuant to the
Pooling and Servicing Agreement, dated as of __________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[A-1] Certificates. The Certificates are designated as the GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
200_-_ and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [A-1]
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $______ initial Notional Amount and in
integral multiples of $_____ in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$____initial Certificate Balance, and in integral multiples of $______in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________ initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ______% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------

                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [A-1] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          -------------------------------
                                          AUTHENTICATING AGENT

                                          By:
                                              ---------------------------
                                             AUTHORIZED SIGNATORY


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.



<PAGE>


                                EXHIBIT [A-2]

                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                          SERIES 200_-_, CLASS [A-2]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

PASS-THROUGH RATE: ______%             APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION:  $____________           DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $__________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF__________, 200_       SERVICER: ______________________________

CUT-OFF DATE:______________, 200_
                                       SPECIAL SERVICER:
CLOSING DATE:______________, 200_
                                       TRUSTEE:
FIRST DISTRIBUTION DATE:
______________, 200_                   FISCAL AGENT:

APPROXIMATE AGGREGATE                  PAYING AGENT:___________________________
CERTIFICATE BALANCE
OF THE CLASS [A-2] CERTIFICATES        CUSIP NO.___________
AS OF THE CLOSING DATE:  $__________
                                       CERTIFICATE NO.:  _______


----------
(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.


<PAGE>


                           CLASS [A-2] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [A-2] Certificates issued by the Trust Fund created pursuant to the
Pooling and Servicing Agreement, dated as of____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[A-2] Certificates. The Certificates are designated as the GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
200_-_ and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [A-2]
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_______, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_____al Notional Amount and in
integral multiples of $______ excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $________in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------

                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [A-2] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                          ---------------------------,
                                          AUTHENTICATING AGENT

                                          By:
                                             -----------------------------
                                             AUTHORIZED SIGNATORY


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.


<PAGE>




                                 EXHIBIT A-3
                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           SERIES 200_-_, CLASS [B]

THIS CLASS [B] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

PASS-THROUGH RATE: %                   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION:  $___________            DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $__________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF__________, 200_       SERVICER:  ___________________________

CUT-OFF DATE:______________, 200_      SPECIAL SERVICER:______________

CLOSING DATE:______________, 200_      TRUSTEE:________________________

FIRST DISTRIBUTION DATE:               FISCAL AGENT:  _________________
_____________, 200_

                                       PAYING AGENT:  _________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO._________
OF THE CLASS [B] CERTIFICATES
AS OF THE CLOSING DATE:  $________     CERTIFICATE NO.:  ______

----------
(1) If this Certificate  represents a Book-Entry  Certificate  registered in the
name of Cede & Co., it shall have this legend.


<PAGE>


                            CLASS [B] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [B] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[B] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [B] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $________in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________initial
Certificate Balance, and in integral multiples of $________ in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------


                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [B] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                          ---------------------------,
                                          AUTHENTICATING AGENT

                                          By:
                                              -----------------------------
                                              AUTHORIZED SIGNATORY


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.




<PAGE>




                                 EXHIBIT A-4

                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 200_-_, CLASS [C]

THIS CLASS [C] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

PASS-THROUGH RATE:___ %                APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION:  $___________            DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $___________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF _________, 200_       SERVICER:  ___________________________

CUT-OFF DATE: _____________, 200_      SPECIAL SERVICER:________________________

CLOSING DATE: _____________, 200_      TRUSTEE:_________________________________

FIRST DISTRIBUTION DATE:               FISCAL AGENT:_______________________
________________, 200_

                                       PAYING AGENT:  _________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO._______________
OF THE CLASS [C] CERTIFICATES
AS OF THE CLOSING DATE:  $________     CERTIFICATE NO.:  ______

----------
(1) If this Certificate  represents a Book-Entry  Certificate  registered in the
name of Cede & Co., it shall have this legend.


<PAGE>


                            CLASS [C] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [C] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[C] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [C] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_______initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $______in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------


                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [C] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                          ---------------------------,
                                          AUTHENTICATING AGENT

                                          By:
                                             -----------------------------
                                             AUTHORIZED SIGNATORY


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.




<PAGE>


                                 EXHIBIT A-5
                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           SERIES 200_-_, CLASS [D]

THIS CLASS [D] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

PASS-THROUGH RATE:____ %               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION:  $___________            DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $_____________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF _________, 200_       SERVICER:  ___________________________

CUT-OFF DATE:______________, 200_      SPECIAL SERVICER:________________________

CLOSING DATE:______________, 200_      TRUSTEE:_________________________________

FIRST DISTRIBUTION DATE:               FISCAL AGENT:____________________________
______________, 200_

                                       PAYING AGENT:  __________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO.__________
OF THE CLASS [D] CERTIFICATES
AS OF THE CLOSING DATE:  $_______      CERTIFICATE NO.:  ______

----------
(1) If this Certificate  represents a Book-Entry  Certificate  registered in the
name of Cede & Co., it shall have this legend.


<PAGE>


                            CLASS [D] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [D] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of ________________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[D] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [D] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $__________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $__________initial Notional Amount and
in integral multiples of $1_______ in excess thereof, with one Certificate of
such Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $______ in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Upper-Tier REMIC or
the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the Upper-Tier REMIC or the
Lower-Tier REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Non-U.S. Person; and to make any other provisions
with respect to matters or questions arising under the Pooling and Servicing
Agreement which shall not be materially inconsistent with the provisions of the
Pooling and Servicing Agreement, provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------


                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [D] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                          ---------------------------,
                                          AUTHENTICATING AGENT

                                          By:
                                              -----------------------------
                                              AUTHORIZED SIGNATORY


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.




<PAGE>




                                 EXHIBIT A-6

                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 200_-_, CLASS [E]

THIS CLASS [E] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

PASS-THROUGH RATE: ____%               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION:  $___________            DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $__________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF ___________200_       SERVICER:  ___________________________

CUT-OFF DATE:______________, 200_      SPECIAL SERVICER:________________________

CLOSING DATE:______________, 200_      TRUSTEE:_________________________________

FIRST DISTRIBUTION DATE:               FISCAL AGENT:____________________________
__________________, 200_

                                       PAYING AGENT:  __________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO.____________
OF THE CLASS [E] CERTIFICATES
AS OF THE CLOSING DATE:  $___________  CERTIFICATE NO.:  ______

----------
(1) If this Certificate  represents a Book-Entry  Certificate  registered in the
name of Cede & Co., it shall have this legend.


<PAGE>


                            CLASS [E] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [E] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[E] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [E] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Investments. Interest or other income earned on funds in the
Certificate Account and Distribution Account will be paid to the Servicer as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_______, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_______initial Notional Amount and in
integral multiples of $_______ in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $______initial
Certificate Balance, and in integral multiples of $______in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------


                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [E] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                          ---------------------------,
                                          AUTHENTICATING AGENT

                                          By:
                                             -----------------------------
                                             AUTHORIZED SIGNATORY


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.




<PAGE>




                                 EXHIBIT A-7

                      GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 200_-_, CLASS [F]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THIS CLASS [F] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.](2)

PASS-THROUGH RATE: ___%                APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: Set Forth on Schedule A  DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $_________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF ___________, 200_     SERVICER:  ___________________________

CUT-OFF DATE: _______________, 200_    SPECIAL SERVICER:________________________

CLOSING DATE: _______________, 200_    TRUSTEE:_________________________________

FIRST DISTRIBUTION DATE:               FISCAL AGENT:____________________________
___________________, 200_

                                       PAYING AGENT:____________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO._______________
OF THE CLASS [F] CERTIFICATES
AS OF THE CLOSING DATE:  $________     CERTIFICATE NO.:  ______


----------
(1) If this Certificate  represents a Book-Entry  Certificate  registered in the
name of Cede & Co., it shall have this legend.

(2) If this Certificate  represents a Book-Entry  Certificate  registered in the
name of Cede & Co., it shall have this legend.


<PAGE>


                            CLASS [F] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                      GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [F] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[F] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [F] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          --------------------------------
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.




                                          By:
                                              ---------------------------
                                              AUTHORIZED OFFICER

Dated:           , 200_
      ----------


                        CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [F] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                          ---------------------------------
                                          AUTHENTICATING AGENT

                                          By:
                                             ------------------------------
                                             AUTHORIZED SIGNATORY


<PAGE>



                                  SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN   REMAINING PRINCIPAL
                 INTEREST IN THIS BOOK-     AMOUNT OF BOOK-ENTRY      NOTATION
   DATE            ENTRY CERTIFICATE            CERTIFICATE            MADE BY
   ----          ----------------------         -----------            -------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------

-----------  -----------------------------  ---------------------  -----------


<PAGE>


                                ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                    (State)

   Additional abbreviations may also be used though not in the above list.

                               FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               -----------------------------------------------------------------

--------------------------------------------------------------------------------
     (Please insert Social Security or other identifying number of Assignee)

--------------------------------------------------------------------------------
           (Please print or typewrite name and address of assignee)



the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>


                          DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.




<PAGE>


                                   EXHIBIT A-8

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [G]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THIS CLASS [G] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.](2)

PASS-THROUGH RATE: ___%                  APPROXIMATE AGGREGATE SCHEDULED
                                         PRINCIPAL BALANCE OF THE MORTGAGE LOANS
DENOMINATION:  Set Forth on Schedule A   AFTER DEDUCTING PAYMENTS DUE AND
                                         PREPAYMENTS RECEIVED ON OR BEFORE
                                         CUT-OFF DATE: $_____________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF____________, 200_       SERVICER:  ____________________________

CUT-OFF DATE: ______________, 200_       SPECIAL SERVICER:______________________

CLOSING DATE: ______________, 200_       TRUSTEE:_______________________________

FIRST DISTRIBUTION DATE:                 FISCAL AGENT:__________________________
_________________, 200_

                                         PAYING AGENT:  ________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                      CUSIP NO.______________
OF THE CLASS [G] CERTIFICATES
AS OF THE CLOSING DATE:  $_______        CERTIFICATE NO.:  ______

-----------------
(1)  If this Certificate represents a Book-Entry Certificate registered in the
     name of Cede & Co., it shall have this legend.
(2)  If this Certificate represents a Book-Entry Certificate registered in the
     name of Cede & Co., it shall have this legend.
<PAGE>

                              CLASS [G] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [G] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of _____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[G] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [G] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_______, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_____initial Notional Amount and in
integral multiples of $_____in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_____initial Certificate Balance, and in integral multiples of $_____in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ___________________________,
                                          not in its individual capacity but
                                          solely as Certificate Registrar under
                                          the Pooling and Servicing Agreement.




                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: __________________, 200_


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [G] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ___________________________,
                                          AUTHENTICATING AGENT

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY
<PAGE>

                                   SCHEDULE A

                 CERTIFICATE BALANCE OF
                DEFINITIVE CERTIFICATES
                EXCHANGED OR TRANSFERRED
               FOR, OR ISSUED IN EXCHANGE
              FOR OR UPON  TRANSFER OF, AN  REMAINING PRINCIPAL
                 INTEREST IN THIS BOOK-     AMOUNT OF BOOK-ENTRY     NOTATION
    DATE           ENTRY CERTIFICATE            CERTIFICATE          MADE BY
------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                      (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.


_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.


<PAGE>

                                   EXHIBIT A-9

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [H]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THIS CLASS [H] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) 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 (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.](2)

PASS-THROUGH RATE: ____%                 APPROXIMATE AGGREGATE SCHEDULED
                                         PRINCIPAL BALANCE OF THE MORTGAGE
DENOMINATION:   Set Forth on Schedule A  LOANS AFTER DEDUCTING PAYMENTS DUE AND
                                         PREPAYMENTS RECEIVED ON OR BEFORE
                                         CUT-OFF DATE: $________

DATE OF POOLING AND SERVICING
AGREEMENT: AS OF____________, 200_       SERVICER:  ____________________________

CUT-OFF DATE: ______________, 200_       SPECIAL SERVICER:______________________

CLOSING DATE: ______________, 200_       TRUSTEE:_______________________________

FIRST DISTRIBUTION DATE:                 FISCAL AGENT:__________________________
_____________, 200_

                                         PAYING AGENT:  ________________________
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                      CUSIP NO.____________
OF THE CLASS [H] CERTIFICATES
AS OF THE CLOSING DATE:  $________       CERTIFICATE NO.:  ______

-----------------
(1)  If this Certificate represents a Book-Entry Certificate registered in the
     name of Cede & Co., it shall have this legend.
(2)  If this Certificate represents a Book-Entry Certificate registered in the
     name of Cede & Co., it shall have this legend.
<PAGE>

                              CLASS [H] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [H] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[H] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [H] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $______in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv)  amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ___________________________,
                                          not in its individual capacity but
                                          solely as Certificate Registrar under
                                          the Pooling and Servicing Agreement.




                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: _______________, 200_


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [H] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ___________________________,
                                          AUTHENTICATING AGENT

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY
<PAGE>

                                   SCHEDULE A

                 CERTIFICATE BALANCE OF
                DEFINITIVE CERTIFICATES
                EXCHANGED OR TRANSFERRED
               FOR, OR ISSUED IN EXCHANGE
              FOR OR UPON  TRANSFER OF, AN  REMAINING PRINCIPAL
                 INTEREST IN THIS BOOK-     AMOUNT OF BOOK-ENTRY     NOTATION
    DATE           ENTRY CERTIFICATE            CERTIFICATE          MADE BY
------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------

------------- ---------------------------- ---------------------- -------------
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                      (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

<PAGE>

                                  EXHIBIT A-10

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [X]

THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
[X] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

[OID LEGEND]


-----------------
(1)  If this Certificate represents a Book-Entry Certificate registered in the
     name of Cede & Co., it shall have this legend.
<PAGE>

THE PASS-THROUGH RATE ON THE CLASS X     APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE EQUAL TO THE        PRINCIPAL BALANCE OF THE MORTGAGE
EXCESS, IF ANY, OF (i) THE WEIGHTED      LOANS AFTER DEDUCTING PAYMENTS DUE AND
AVERAGE NET MORTGAGE RATE OF THE         PREPAYMENTS RECEIVED ON OR BEFORE
MORTGAGE LOANS OVER (ii) THE WEIGHTED    CUT-OFF DATE: $_________
AVERAGE OF THE OTHER CERTIFICATES
(OTHER THAN THE RESIDUAL
CERTIFICATES)(3)                         SERVICER:  ___________________________

DENOMINATION:  $___________              SPECIAL SERVICER:_____________________

                                         TRUSTEE:______________________________
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF _____________, 200_     FISCAL AGENT:_________________________

CUT-OFF DATE: ________________, 200_     PAYING AGENT: ________________________

CLOSING DATE: ________________, 200_

FIRST DISTRIBUTION DATE:                 CUSIP NO.__________
_________________, 200_

                                         CERTIFICATE NO.:  ________
APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS [X] CERTIFICATES AS OF THE
CLOSING DATE:  $________


-----------------
(3)  As more particularly described in the Pooling and Servicing Agreement,
     interest on the Class X Certificates will based upon two separate
     components, each with their own Pass-Through Rate and Notional Amount.
<PAGE>

                              CLASS [X] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [X] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of _____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class [X]
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date in an amount equal to the sum
of one-month's interest at the then-applicable Pass-Through Rates on the
notional amounts of the WAC Component and the A-1 Component immediately prior to
such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_______initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$________initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent, and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ___________________________,
                                          not in its individual capacity but
                                          solely as Certificate Registrar under
                                          the Pooling and Servicing Agreement.




                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ________________, 200_


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [X] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ___________________________,
                                          AUTHENTICATING AGENT

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                      (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.


_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

<PAGE>


                                  EXHIBIT A-11

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [R]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON INVESTING THE
ASSETS OF A PLAN.

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.

PERCENTAGE INTEREST EVIDENCED BY THIS    APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATE: ____%                       PRINCIPAL BALANCE OF THE MORTGAGE
                                         LOANS AFTER DEDUCTING PAYMENTS DUE AND
DATE OF POOLING AND SERVICING            PREPAYMENTS RECEIVED ON OR BEFORE
AGREEMENT: AS OF____________, 200_       CUT-OFF DATE: $____________

CUT-OFF DATE: ________________, 200_     SERVICER:  ___________________________

CLOSING DATE: ________________, 200_     SPECIAL SERVICER:_____________________

FIRST DISTRIBUTION DATE:                 TRUSTEE:______________________________
__________________, 200_

                                         FISCAL AGENT:_________________________
CLASS R PERCENTAGE INTEREST:  ___%
                                         PAYING AGENT:  _______________________

                                         CERTIFICATE NO.:  ______
<PAGE>

                              CLASS [R] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [R] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[R] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Class [R] Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest in the Class
[R] Certificates shall be the "tax matters person" for the Upper-Tier REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".

            Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Each Person who has or who acquires any Ownership Interest in a
Class [R] Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class
[R] Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class [R] Certificate shall be
a Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class [R] Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class [R] Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class [R] Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class [R] Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class [R] Certificate and
(2) not to transfer its Ownership Interest in such Class [R] Certificate unless
it provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $___________initial Notional Amount and
in integral multiples of $________in excess thereof, with one Certificate of
such Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$________initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $__________initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ___________________________,
                                          not in its individual capacity but
                                          solely as Certificate Registrar under
                                          the Pooling and Servicing Agreement.




                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ______________, 200_


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [R] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ___________________________,
                                          AUTHENTICATING AGENT

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                      (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.


<PAGE>

                                  EXHIBIT A-12

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [LR]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON INVESTING THE
ASSETS OF A PLAN.

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.

PERCENTAGE INTEREST EVIDENCED BY THIS    APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATE: __%                         PRINCIPAL BALANCE OF THE MORTGAGE
                                         LOANS AFTER DEDUCTING PAYMENTS DUE AND
DATE OF POOLING AND SERVICING            PREPAYMENTS RECEIVED ON OR BEFORE
AGREEMENT: AS OF _____________, 200_     CUT-OFF DATE: $____________

CUT-OFF DATE: _________________, 200_    SERVICER:  ___________________________

CLOSING DATE: _________________, 200_    SPECIAL SERVICER:_____________________

FIRST DISTRIBUTION DATE:                 TRUSTEE:______________________________
________________, 200_

                                         FISCAL AGENT:_________________________
CLASS LR PERCENTAGE INTEREST:  ___%
                                         PAYING AGENT:  _______________________

                                         CERTIFICATE NO.:  ______
<PAGE>

                             CLASS [LR] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [LR] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[LR] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Class [LR] Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest in the Class
[LR] Certificates shall be the "tax matters person" for the Lower-Tier REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".

            Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent 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 holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Each Person who has or who acquires any Ownership Interest in a
Class [LR] Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class
[LR] Certificate are expressly subject to the following provisions: (A) No
Person holding or acquiring any Ownership Interest in a Class [LR] Certificate
shall be a Disqualified Organization or agent thereof (including a nominee,
middleman or similar person) (an "Agent"), a Plan or a Person acting on behalf
of or investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class [LR] Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class [LR] Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class [LR]
Certificate to such proposed Transferee shall be effected; and (D) Each Person
holding or acquiring any Ownership Interest in a Class [LR] Certificate shall
agree (1) to require a Transfer Affidavit from any prospective Transferee to
whom such Person attempts to transfer its Ownership Interest in such Class [LR]
Certificate and (2) not to transfer its Ownership Interest in such Class [LR]
Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a "Transferor Letter") certifying that, among other things, it has
no actual knowledge that such prospective Transferee is a Disqualified
Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_____initial Certificate
Balance, and in integral multiples of $_______in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            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 Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer 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 in Section 5.02 of the Pooling and
Servicing Agreement) 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 or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing 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 which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ___________________________,
                                          not in its individual capacity but
                                          solely as Certificate Registrar under
                                          the Pooling and Servicing Agreement.




                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ________________, 200_


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [LR] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ___________________________,
                                          AUTHENTICATING AGENT

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties                       (Cust)
JT TEN  - as joint tenants with rights   Under Uniform Gifts to Minors
          of survivorship and not as
          tenants in common              Act __________________________
                                                      (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                       ----------------------------------------
      Dated:                           NOTICE: The signature to this
            -------------------        assignment must correspond with the
                                       name as written upon the face of this
                                       Certificate in every particular without
                                       alteration or enlargement or any change
                                       whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.


<PAGE>


                                    EXHIBIT C

                    FORM OF INVESTMENT REPRESENTATION LETTER


___________________________,
  as Certificate Registrar


Attention:

GE Commercial Mortgage Corporation
125 Madison Avenue
New York, New York  10017

            Re:   Transfer of GE Commercial Mortgage Corporation,
                  Commercial Mortgage Pass-Through Certificates, Series 200_-2
                  ------------------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of ____________, 200_ (the "Pooling and Servicing
Agreement"), by and among GE Commercial Mortgage Corporation, as Depositor,
_____________________, as Servicer, __________________, as Special Servicer,
________________, as Fiscal Agent and _______________, as Trustee on behalf of
the holders of GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 200_-_ (the "Certificates") in connection with
the transfer by _________________ (the "Seller") to the undersigned (the
"Purchaser") of $_______________ aggregate Certificate Balance of Class ___
Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

            In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:

            1.    Check one of the following:*

            [ ]   The Purchaser is an institutional "accredited investor" (an
                  entity meeting the requirements of Rule 501(a)(1), (2), (3) or
                  (7) of Regulation D under the Securities Act of 1933, as
                  amended (the "1933 Act")) and has such knowledge and
                  experience in financial and business matters as to be capable
                  of evaluating the merits and risks of its investment in the
                  Certificates, and the Purchaser and any accounts for which it
                  is acting are each able to bear the economic risk of the
                  Purchaser's or such account's investment. The Purchaser is
                  acquiring the Certificates purchased by it for its own account
                  or for one or more accounts (each of which is an
                  "institutional accredited investor") as to each of which the
                  Purchaser exercises sole investment discretion. The Purchaser
                  hereby undertakes to reimburse the Trust Fund for any costs
                  incurred by it in connection with this transfer.

            [ ]   The Purchaser is a "qualified institutional buyer" within the
                  meaning of Rule 144A ("Rule 144A") promulgated under the
                  Securities Act of 1933, as amended (the "1933 Act"). The
                  Purchaser is aware that the transfer is being made in reliance
                  on Rule 144A, and the Purchaser has had the opportunity to
                  obtain the information required to be provided pursuant to
                  paragraph (d)(4)(i) of Rule 144A.

            2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof, or (ii)
to institutional "accredited investors" meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws, and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.

            3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.

            4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.

            5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.

            6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

            7. Check one of the following:**

[ ]         The Purchaser is a U.S. Person (as defined below) and it has
            attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
            successor form).

[ ]         The Purchaser is not a U.S. Person and under applicable law in
            effect on the date hereof, no taxes will be required to be withheld
            by the Trustee (or its agent) or the Paying Agent with respect to
            distributions to be made on the Certificate. The Purchaser has
            attached hereto either (i) a duly executed IRS Form W-8 (or
            successor form), which identifies such Purchaser as the beneficial
            owner of the Certificate and states that such Purchaser is not a
            U.S. Person or (ii) two duly executed copies of IRS Form 4224 (or
            successor form), which identify such Purchaser as the beneficial
            owner of the Certificate and state that interest and original issue
            discount on the Certificate and Permitted Investments is, or is
            expected to be, effectively connected with a U.S. trade or business.
            The Purchaser agrees to provide to the Certificate Registrar updated
            IRS Forms W-8 or IRS Forms 4224, as the case may be, any applicable
            successor IRS forms, or such other certifications as the Certificate
            Registrar may reasonably request, on or before the date that any
            such IRS form or certification expires or becomes obsolete, or
            promptly after the occurrence of any event requiring a change in the
            most recent IRS form of certification furnished by it to the
            Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any of its
political subdivisions, or an estate the income of which is subject to U.S.
federal income taxation regardless of its source or a trust if (A) for taxable
years beginning after _____________, 200_ (or for taxable years ending after
August 20, 1997, if the trustee has made an application election), a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust, or (B) for all
other taxable years, such trust is subject to United States federal income tax
regardless of the source of its income.

8.    Please make all payments due on the Certificates:***

[ ]         (a) by wire transfer to the following account at a bank or entity in
            New York, New York, having appropriate facilities therefore:

      Bank: ___________________________________
      ABA#: ___________________________________
      Account #:  _____________________________
      Attention:  _____________________________

[ ]         (b)   by mailing a check or draft to the following address:

      _________________________________________
      _________________________________________
      _________________________________________

                              Very truly yours,

                              __________________________________________
                                          [The Purchaser]

                              By: ______________________________________
                                  Name:
                                  Title



Dated:


-----------------
*    Purchaser must include one of the following two certifications.

**   Each Purchaser must include one of the two alternative certifications.

***  Only to be filled out by Purchasers of Definitive Certificates. Please
     select (a) or (b). For holders of Definitive Certificates, wire transfers
     are only available if such holder's Definitive Certificates have an
     aggregate Certificate Balance or Notional Amount, as applicable, of at
     least U.S. $5,000,000.
<PAGE>

                                   EXHIBIT D-1

                           FORM OF TRANSFER AFFIDAVIT

                                          AFFIDAVIT PURSUANT TO SECTION
                                          860E(E)(4) OF THE INTERNAL REVENUE
                                          CODE OF 1986, AS AMENDED

STATE OF          )
                  )  SS:
COUNTY OF         )

            [NAME OF OFFICER], being first duly sworn, deposes and says:

            1. That [he] [she] is [Title of Officer] of [Name of Transferee]
(the "Transferee"), a [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which he makes this affidavit.

            2. That the Transferee's Taxpayer Identification Number is [______].

            3. That the Transferee of a GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificate, Series 200_-_, Class [R] [LR]
Certificate (the "Class [R] [LR] Certificate") is not a Disqualified
Organization (as defined below) or an agent thereof (including nominee,
middleman or other similar person) (an "Agent"), an ERISA Prohibited Holder or a
Non-U.S. Person (as defined below). For these purposes, a "Disqualified
Organization" means any of (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Servicer based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Residual Certificate by such
Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions. For
these purposes, "ERISA Prohibited Holder" means an employee benefit plan subject
to Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or section 4975 of the Code or any governmental plan (as defined in
Section 3(32) of ERISA) subject to any federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a "Plan") or a person investing in the assets of such a Plan. For these
purposes, "Non-U.S. Person" means any person other than a U.S. Person, unless,
with respect to the Transfer of a Residual Certificate, (i) such person holds
such Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 or (ii) the
Transferee delivers to both the Transferor and the Certificate Registrar an
opinion of a nationally recognized tax counsel to the effect that such Transfer
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Residual Certificate will
not be disregarded for federal income tax purposes.

            4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.

            5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.

            6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
certifying that it has no actual knowledge that such Person or entity is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person and that it has no reason to know that such Person or entity
does not satisfy the requirements set forth in paragraph 4 hereof.

            7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement dated as of____________, 200_ among GE Commercial Mortgage
Corporation, as Depositor, _____________________, as Servicer, __________, as
Special Servicer, ________________, as Trustee and ___________________, as
Fiscal Agent (the "Pooling and Servicing Agreement"), as may be required to
further effectuate the restrictions on transfer of the Class [R] [LR]
Certificate to such a Disqualified Organization or an Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.

            8. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Transferee agrees to
act as "tax matters person" and to perform the functions of "tax matters person"
of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 10.01(c) of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Servicer as the Transferee's agent in performing the function of "tax
matters person."

            9. The Transferee has reviewed, and agrees to be bound by and to
abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R] [LR]
Certificates.

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
200_.

                                          [NAME OF TRANSFEREE]



                                          By: ________________________________
                                                [Name of Officer]
                                                [Title of Officer]
<PAGE>


            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.

            Subscribed and sworn before me this ___ day of __________, 200_.

____________________________________
NOTARY PUBLIC

COUNTY OF___________________________

STATE OF____________________________

My commission expires the ___ day of __________, 200_.


<PAGE>


                                   EXHIBIT D-2

                            FORM OF TRANSFEROR LETTER

                                     [Date]

___________________________,
  as Certificate Registrar




Attention:

Re:   GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 200_-_
      -------------------------------------------------

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3 and 4 thereof are not
satisfied or that the information contained in paragraphs 3 and 4 thereof is not
true.

                                          Very truly yours,

                                          [Transferor]

                                          _______________________________


<PAGE>


                                    EXHIBIT E

                             (INTENTIONALLY DELETED)


<PAGE>


                                    EXHIBIT F

                               REQUEST FOR RELEASE
                                                __________[Date]

[TRUSTEE]
            Re:   GE Commercial Mortgage Corporation,
                  Commercial Mortgage Pass-Through Certificates, Series 200_-_,
                  REQUEST FOR RELEASE
                  -------------------------------------------------------------

Dear _______________________,

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement
dated as of _________, 200_ (the "Pooling and Servicing Agreement"), by and
among GE Commercial Mortgage Corporation, as depositor, _______________, as
Fiscal Agent, [the undersigned, as servicer ("the Servicer"),
_______________________, as special servicer, ___________________________, as
servicer, the undersigned, as special servicer (the "Special Servicer"), and
you, as trustee, the undersigned hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by or on behalf of you as Trustee
with respect to the following described Mortgage Loan for the reason indicated
below.

Mortgagor's Name:

Address:

Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

            ______1.    Mortgage Loan paid in full. The [Servicer] [Special
                        Servicer] hereby certifies that all amounts received in
                        connection with the Mortgage Loan have been or will be
                        credited to the Certificate Account pursuant to the
                        Pooling and Servicing Agreement.

            ______2.    The Mortgage Loan is being foreclosed.

            ______3.    Other. (Describe)
<PAGE>


            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                    [SERVICER][SPECIAL SERVICER]


                                    By: ______________________________________
                                        Name: ________________________________
                                        Title: _______________________________

<PAGE>


                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER

___________________________,




Attention:

GE Commercial Mortgage Corporation
125 Madison Avenue
New York, New York 10017
Attention:

            Re:   Transfer of GE Commercial Mortgage Corporation, Commercial
                  Mortgage Pass-Through Certificates, Series 200_-_
                  ----------------------------------------------------------

Ladies and Gentlemen:

            The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 200_-_, Class __ (the "Certificate")
issued pursuant to that certain Pooling and Servicing Agreement, dated as
of____________, 200_ (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"),
___________________________, as servicer (the "Servicer"),______________, as
special servicer (the "Special Servicer"), ________________, as fiscal agent
(the "Fiscal Agent") and _________, as trustee (the "Trustee"). Capitalized
terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.

            In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:

            1. The Purchaser is not (a)(i) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA, (ii) or Section 4975 of the
Code or (iii) a governmental plan, as defined in Section 3(32) of ERISA, 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 (each a "Plan")
or (b) a person acting on behalf of or using the assets of any such plan
(including an entity whose underlying assets include plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulation ss. 2510.3-101, other than an insurance company using assets of its
general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company (i) would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60.

            2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or (b) above, an Opinion of Counsel in form and substance
satisfactory to the Certificate Registrar and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law, will
not constitute or result in a "prohibited transaction" within the meaning of
ERISA, Section 4975 of the Code or any Similar Law, and will not subject the
Trustee, the Certificate Registrar, the Servicer, the Special Servicer, the
Fiscal Agent, the Extension Adviser, the Underwriter or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law).

            IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.

                                       Very truly yours,

                                       _______________________________________
                                                   [The Purchaser]


                                       By: ___________________________________
                                           Name:
                                           Title:
<PAGE>


                                    EXHIBIT H

                       FORM OF DISTRIBUTION DATE STATEMENT