EXHIBIT 4.1(a)

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor


                                    [_______]
                                 Master Servicer


                                    [_______]
                                Special Servicer


                                    [_______]
                                     Trustee


                         POOLING AND SERVICING AGREEMENT


                                 Dated as of [_]


                                     $[___]
                  Commercial Mortgage Pass-Through Certificates
                                 Series 200__-__


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01     Defined Terms...............................................5
SECTION 1.02     Certain Calculations.......................................78
SECTION 1.03     General Interpretive Principles............................79
SECTION 1.04     Certain Matters with Respect to the Serviced Loan
                  Combinations..............................................79
SECTION 1.05     Certain Considerations Regarding Reimbursements of
                  Nonrecoverable Advances and Workout-Delayed Reimbursement
                  Amounts...................................................80

                                   ARTICLE II

                   CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01     Conveyance of Loans........................................84
SECTION 2.02     Acceptance by Trustee......................................87
SECTION 2.03     Representations, Warranties and Covenants of the Depositor;
                  Repurchase and Substitution of Loans by the Responsible
                  Parties for Defects in Mortgage Files, Breaches of
                  Representations and Warranties and Other Matters..........89
SECTION 2.04     Issuance of Uncertificated Lower-Tier Interests; Execution
                  of Certificates...........................................95

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01     General Servicing Matters..................................96
SECTION 3.02     Collection of Loan Payments................................98
SECTION 3.03     Collection of Taxes, Assessments and Similar Items;
                  Servicing Accounts.......................................100
SECTION 3.04     The Collection Account, Distribution Account and Excess
                  Interest Distribution Account............................103
SECTION 3.05     Permitted Withdrawals from the Collection Account and the
                  Distribution Account.....................................108
SECTION 3.06     Investment of Funds in the Collection Account, Junior Loan
                  Custodial Accounts, Servicing Accounts, Cash Collateral
                  Accounts, Lock-Box Accounts, REO Accounts, Distribution
                  Account, Interest Reserve Account[, Floating Rate Account]
                  and Excess Liquidation Proceeds Account..................114
SECTION 3.07     Maintenance of Insurance Policies; Errors and Omissions
                  and Fidelity Coverage....................................116
SECTION 3.08     Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;
                  Assumption Agreements; Defeasance Provisions; Other
                  Provisions...............................................121
SECTION 3.09     Realization Upon Defaulted Loans..........................125
SECTION 3.10     Trustee to Cooperate; Release of Mortgage Files...........128
SECTION 3.11     Servicing Compensation....................................129
SECTION 3.12     Reports to the Trustee; Collection Account Statements.....133

                                      -i-
<PAGE>

SECTION 3.13     [Reserved]................................................138
SECTION 3.14     [Reserved]................................................138
SECTION 3.15     Access to Certain Information.............................138
SECTION 3.16     Title to REO Property; REO Account........................138
SECTION 3.17     Management of REO Property................................140
SECTION 3.18     Sale of Defaulted Loans and REO Properties................142
SECTION 3.19     Additional Obligations of the Master Servicer and the Special
                  Servicer; Inspections; Appraisals........................145
SECTION 3.20     Modifications, Waivers, Amendments and Consents...........148
SECTION 3.21     Transfer of Servicing Between Master Servicer and Special
                  Servicer; Record Keeping; Asset Status Report............154
SECTION 3.22     Sub-Servicing Agreements..................................157
SECTION 3.23     Representations, Warranties and Covenants of the Master
                  Servicer.................................................159
SECTION 3.24     Representations, Warranties and Covenants of the Special
                  Servicer.................................................160
SECTION 3.25     Limitation on Liability of the Directing
                  Certificateholder........................................162
SECTION 3.26     [Reserved]................................................162
SECTION 3.27     Lock-Box Accounts and Servicing Accounts..................162
SECTION 3.28     Interest Reserve Account..................................163
SECTION 3.29     Limitations on and Authorizations of the Master Servicer
                  and the Special Servicer with Respect to Certain Loans...163
SECTION 3.30     REMIC Administration......................................165
SECTION 3.31     Master Servicer and Special Servicer May Own Certificates.168
SECTION 3.32     [The Swap Agreement.].....................................168

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01     Distributions.............................................171
SECTION 4.02     Statements to Certificateholders; Reports by Trustee; Other
                  Information Available to the Holders and Others..........179
SECTION 4.03     P&I Advances..............................................181
SECTION 4.04     Allocation of Collateral Support Deficit..................183
SECTION 4.05     Allocations of Uncovered Prepayment Interest Shortfall
                   Amounts.................................................184
SECTION 4.06     Grantor Trust Reporting...................................185

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01     The Certificates..........................................186
SECTION 5.02     Registration of Transfer and Exchange of Certificates.....186
SECTION 5.03     Book-Entry Certificates...................................194
SECTION 5.04     Mutilated, Destroyed, Lost or Stolen Certificates.........195
SECTION 5.05     Persons Deemed Owners.....................................195
SECTION 5.06     Certification by Certificateholders and Certificate
                  Owners...................................................195


                                      -ii-
<PAGE>

                                   ARTICLE VI

                THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

SECTION 6.01     Liability of the Depositor, the Master Servicer and the
                  Special Servicer.........................................197
SECTION 6.02     Merger, Consolidation or Conversion of the Depositor, the
                  Master Servicer or the Special Servicer..................197
SECTION 6.03     Limitation on Liability of the Trustee, the Depositor,
                  the Master Servicer, the Special Servicer and Others.....197
SECTION 6.04     Master Servicer and Special Servicer Not to Resign........199
SECTION 6.05     Rights of the Depositor in Respect of the Master Servicer
                  and the Special Servicer.................................200

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01     Events of Default; Master Servicer and Special Servicer
                  Termination..............................................201
SECTION 7.02     Trustee to Act; Appointment of Successor..................205
SECTION 7.03     Notification to Certificateholders........................206
SECTION 7.04     Waiver of Events of Default...............................206
SECTION 7.05     Trustee Advances..........................................207

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01     Duties of Trustee.........................................208
SECTION 8.02     Certain Matters Affecting the Trustee.....................209
SECTION 8.03     Trustee Not Liable for Validity or Sufficiency of
                  Certificates or Loans....................................210
SECTION 8.04     Trustee May Own Certificates..............................210
SECTION 8.05     Fees and Expenses of Trustee; Reimbursements and Other
                  Payments to Trustee......................................211
SECTION 8.06     Eligibility Requirements for Trustee......................211
SECTION 8.07     Resignation and Removal of the Trustee....................212
SECTION 8.08     Successor Trustee.........................................213
SECTION 8.09     Merger or Consolidation of Trustee........................213
SECTION 8.10     Appointment of Co-Trustee or Separate Trustee.............213
SECTION 8.11     Appointment of Custodians.................................214
SECTION 8.12     Access to Certain Information.............................215
SECTION 8.13     Representations, Warranties and Covenants of the Trustee..216

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01     Termination Upon Repurchase or Liquidation of All Loans...218
SECTION 9.02     Additional Termination Requirements.......................220

                                     -iii-
<PAGE>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

SECTION 10.01    Amendment.................................................222
SECTION 10.02    Recordation of Agreement; Counterparts....................224
SECTION 10.03    Limitation on Rights of Certificateholders................224
SECTION 10.04    Governing Law.............................................225
SECTION 10.05    Notices...................................................225
SECTION 10.06    Severability of Provisions................................226
SECTION 10.07    Grant of a Security Interest..............................226
SECTION 10.08    Successors and Assigns; Beneficiaries.....................226
SECTION 10.09    Article and Section Headings..............................227
SECTION 10.10    Notices to Rating Agencies................................227

                                   ARTICLE XI


                                      -iv-
<PAGE>

EXHIBITS
A-1         Form of Class [A-1, Class A-2FX, Class A-1-A, Class A-M, Class
            A-J, Class B, Class C, Class D and Class E] Certificates
[A-1A]      [Form of Class [A-2FL] Certificate]
A-2         Form of Class [A-X] and Class [A-SP] Certificates
A-3         Form of Class [F, Class G, Class H, Class J, Class K, Class L,
            Class M and Class N] Certificates
A-4         Form of Class V Certificate
A-5         Form of Class R Certificate
B           Mortgage Loan Schedule
C-1         List of Additional Collateral Loans
C-2         List of Mezzanine Loans
D           Form of Request for Release
E           Form of Lost Note Affidavit
F-1A        Form I of Transferor Certificate for Transfers of Non-Registered
            Certificates
F-1B        Form II of Transferor Certificate for Transfers of Non-Registered
            Certificates
F-1C        Form I of Transferor Certificate for Transfers of Interests in
            Global Certificates for Classes of Non-Registered Certificates
F-1D        Form II of Transferor Certificate for Transfers of Interests in
            Global Certificates for Classes of Non-Registered Certificates
F-2A        Form I of Transferee Certificate for Transfers of Non-Registered
            Certificates Held in Physical Form
F-2B        Form II of Transferee Certificate for Transfers of Non-Registered
            Certificates Held in Physical Form
F-2C        Form I of Transferee Certificate for Transfers of Interests in
            Non-Registered Certificates Held in Book-Entry Form
F-2D        Form II of Transferee Certificate for Transfers of Interests in
            Non-Registered Certificates Held in Book-Entry Form
G-1         Form of Transferee Certificate in Connection with ERISA
            (Non-Registered Certificates and Non-Investment Grade Certificates
            Held in Fully Registered, Certificated Form)
G-2         Form of Transferee Certificate in Connection with ERISA
            (Non-Registered Certificates Held in Book-Entry Form)
H-1         Form of Residual Transfer Affidavit for Transfers of Class R
            Certificates
H-2         Form of Transferor Certificate for Transfers of Class R Certificates
I           Investor Certification
J-1         Form of Interim Certification of Trustee
J-2         Form of Final Certification of Trustee
K           Schedule of Reference Rates
L           Form of Sarbanes-Oxley Certification
M           Form of Statement to Certificateholders
N           [Reserved]
O           Form of Acknowledgement of Proposed Special Servicer
P           List of Broker Strip Loans

                                      -v-
<PAGE>

            This Pooling and Servicing Agreement (this "Agreement"), is dated as
of [_], among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as
Depositor, [___________________________________], as Master Servicer,
[_______________________], as Special Servicer, and [_______________________],
as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued under this
Agreement 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
multifamily and commercial mortgage loans listed on Exhibit B hereto. As
provided herein, the Trustee shall elect or shall cause an election to be made
that each of the Upper-Tier REMIC and the Lower-Tier REMIC (each as defined
herein) be treated for federal income tax purposes as a "real estate mortgage
investment conduit" (a "REMIC"). The Excess Interest, the Excess Interest
Distribution Account, [the Broker Strip Interest], [the Swap Agreement] and [the
Floating Rate Account] (each as defined herein) shall not be assets of any REMIC
but shall be treated as assets of a grantor trust under subpart E, Part I of
subchapter J of the Code. The Class V Certificates will represent undivided
beneficial interests in the portion of the Trust Fund consisting of the Excess
Interest and the Excess Interest Distribution Account. [The Class [A-2FL]
Certificates will represent undivided beneficial interests in the portion of the
Trust Fund consisting of the Class [A-2FL] Regular Interest, the Swap Agreement
and the Floating Rate Account]. [Additionally, the Trust shall not include any
Junior Loan or any interest of any Junior Loan Holder.]

                                UPPER-TIER REMIC

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Lower-Tier
REMIC and the proceeds thereof as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as the "Upper-Tier REMIC." The
Class [A-1], Class [A-2FX], Class, Class [A-1-A], Class [A-X], Class [A-SP],
Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [H],
Class [J], Class [K], Class [L], Class [M] and Class [N], Certificates and the
Class [A-2FL Regular Interest] will evidence "regular interests" in the
Upper-Tier REMIC created hereunder. The sole class of "residual interests" in
the Upper-Tier REMIC, as well as the sole class of "residual interests" in the
Lower-Tier REMIC, will be evidenced by the Class R Certificates.

            The following table sets forth the designation, the initial
Pass-Through Rate (as defined herein), and the aggregate initial principal
amount (the "Original Class Principal Balance") or notional balance ("Original
Class Notional Amount"), as applicable, for each Class of Certificates
comprising the "regular interests" in the Upper-Tier REMIC:

<TABLE>
<CAPTION>
                                                                 Original Class Principal Balance
                                                                     (or, in the case of the
                                                                   Class [A-X] or Class [A-SP]
                                               Initial             Certificates, Original Class
          Class Designation             Pass-Through Rate(1)             Notional Amount)
---------------------------------   ---------------------------  --------------------------------
<S>                                             <C>                   <C>
Class [A-1]                                     [____]%(2)            $             [____]
Class [A-2FX]                                   [____]%(3)            $             [____]
Class [A-2FL Regular Interest]                  [____]%(4)            $             [____]
Class [A-1-A]                                   [____]%(5)            $             [____]
Class [A-X]                                     [____]%(6)            $             [____] (9)
Class [A-SP]                                    [____]%(7)            $             [____] (9)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                 Original Class Principal Balance
                                                                     (or, in the case of the
                                                                   Class [A-X] or Class [A-SP]
                                               Initial             Certificates, Original Class
          Class Designation             Pass-Through Rate(1)             Notional Amount)
---------------------------------   ---------------------------  --------------------------------
<S>                                             <C>                   <C>
Class [B]                                       [____]% (8)           $             [____]
Class [C]                                       [____]% (9)           $             [____]
Class [D]                                       [____]% (10)          $             [____]
Class [E]                                       [____]% (11)          $             [____]
Class [F]                                       [____]% (12)          $             [____]
Class [G]                                       [____]% (13)          $             [____]
Class [H]                                       [____]% (14)          $             [____]
Class [J]                                       [____]% (15)          $             [____]
Class [K]                                       [____]% (16)          $             [____]
Class [L]                                       [____]% (17)          $             [____]
Class [M]                                       [____]% (18)          $             [____]
Class [N]                                       [____]% (19)          $             [____]
</TABLE>


(1)   Expressed as a rate per annum. Approximate in the case of the Class [A-X]
      and Class [A-SP] a Certificates.

(2)   Fixed Pass-Through Rate.

(3)   See definition of "Class [A-2FX] Pass-Through Rate" and "Class [A-2FL]
      Regular Interest Pass-Through Rate" herein.

(4)   Variable Pass-Through Rate. See definition of "Class [A-1-A] Pass-Through
      Rate" herein.

(5)   Original Class Notional Amount. The Class [A-X] and Class [A-SP]
      Certificates will not have principal amounts and will not entitle Holders
      to distributions of principal.

(6)   Variable Pass-Through Rate. See definition of "Class [A-X] Pass-Through
      Rate" herein.

(7)   Variable Pass-Through Rate. See definition of "Class [A-SP] Pass-Through
      Rate" herein.

(8)   Variable Pass-Through Rate. See definition of "Class [B] Pass-Through
      Rate" herein.

(9)   Variable Pass-Through Rate. See definition of "Class [C] Pass-Through
      Rate" herein.

(10)  Variable Pass-Through Rate. See definition of "Class [D] Pass-Through
      Rate" herein.

(11)  Variable Pass-Through Rate. See definition of "Class [E] Pass-Through
      Rate" herein.

(12)  Variable Pass-Through Rate. See definition of "Class [F] Pass-Through
      Rate" herein.

(13)  Variable Pass-Through Rate. See definition of "Class [G] Pass-Through
      Rate" herein.

(14)  Variable Pass-Through Rate. See definition of "Class [H] Pass-Through
      Rate" herein.

(15)  Variable Pass-Through Rate. See definition of "Class [J] Pass-Through
      Rate" herein.

(16)  Variable Pass-Through Rate. See definition of "Class [K] Pass-Through
      Rate" herein.

(17)  Variable Pass-Through Rate. See definition of "Class [L] Pass-Through
      Rate" herein.

(18)  Variable Pass-Through Rate. See definition of "Class [M] Pass-Through
      Rate" herein.


                                      -2-
<PAGE>

(19)  Variable Pass-Through Rate. See definition of "Class [N] Pass-Through
      Rate" herein.

      The Class R Certificates will not have principal amounts or notional
      balances and will not bear interest.

                                LOWER-TIER REMIC

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Loans
[(exclusive of the Broker Strip Interest and Excess Interest thereon)] and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
the "Lower-Tier REMIC." The Class [LA-1-1], Class [LA-1-2], Class [LA-1-2],
Class [LA-2FX-1], Class [LA-2FX-2], Class [LA-2FX-3], Class [LA-2FL-1], Class
[LA-2FL-2], Class [LA-2FL-3], Class [LA-1-A-1], Class [LA-1-A-2], Class
[LA-1-A-3], Class [LA-1-A-4], Class [LA-1-A-5], Class [LA-1-A-6], Class
[LA-1-A-7], Class [LA-1-A-8], Class [LB], Class [LC-1], Class [LC-2], Class
[LD], Class [LE-1], Class [LE-2], Class [LF-1], Class [LF-2], Class [LG], Class
[LH-1], Class [LH-2], Class [LJ-1], Class [LJ-2], Class [LK], Class [LL], Class
[LM] and Class [LN] Lower-Tier Interests will constitute "regular interests" in
the Lower-Tier REMIC (the "Uncertificated Lower-Tier Interests") created
hereunder. The sole class of "residual interests" in the Lower-Tier REMIC, as
well as the sole class of "residual interests" in the Upper-Tier REMIC, will be
evidenced by the Class R Certificates.

            The following table sets forth the designation, the initial
Lower-Tier Remittance Rate (as defined herein) and the aggregate initial
principal amount (the "Original Lower-Tier Principal Amount") or notional
balance (the "Original Lower-Tier Notional Balance") for each Class of
Uncertificated Lower-Tier Interests.

                            Initial Lower-Tier     Original Lower-Tier
    Class Designation       Remittance Rate(1)      Principal Amount
------------------------- ---------------------- ------------------------
      [LA-1-1]                 [____]%(2)              $[____]
      [LA-1-2]                 [____]%(2)              $[____]
      [LA-1-3]                 [____]%(2)              $[____]
     [LA-2FX-1]                [____]%(2)              $[____]
     [LA-2FX-2]                [____]%(2)              $[____]
     [LA-2FX-3]                [____]%(2)              $[____]
     [LA-2FL-1]                [____]%(2)              $[____]
     [LA-2FL-2]                [____]%(2)              $[____]
     [LA-2FL-3]                [____]%(2)              $[____]
     [LA-1-A-1]                [____]%(2)              $[____]
     [LA-1-A-2]                [____]%(2)              $[____]
     [LA-1-A-3]                [____]%(2)              $[____]
     [LA-1-A -4]               [____]%(2)              $[____]
     [LA-1-A -5]               [____]%(2)              $[____]
     [LA-1-A -6]               [____]%(2)              $[____]
     [LA-1-A -7]               [____]%(2)              $[____]
     [LA-1-A -8]               [____]%(2)              $[____]
       [LA-M]                  [____]%(2)              $[____]
       [LA-J]                  [____]%(2)              $[____]
        [LB]                   [____]%(2)              $[____]
       [LC-1]                  [____]%(2)              $[____]
       [LC-2]                  [____]%(2)              $[____]
        [LD]                   [____]%(2)              $[____]



                                      -3-
<PAGE>

                            Initial Lower-Tier     Original Lower-Tier
    Class Designation       Remittance Rate(1)      Principal Amount
------------------------- ---------------------- ------------------------
       [LE-1]                  [____]%(2)              $[____]
       [LE-2]                  [____]%(2)              $[____]
       [LF-1]                  [____]%(2)              $[____]
       [LF-2]                  [____]%(2)              $[____]
        [LG]                   [____]%(2)              $[____]
       [LH-1]                  [____]%(2)              $[____]
       [LH-2]                  [____]%(2)              $[____]
       [LJ-1]                  [____]%(2)              $[____]
       [LJ-2]                  [____]%(2)              $[____]
        [LK]                   [____]%(2)              $[____]
        [LL]                   [____]%(2)              $[____]
        [LM]                   [____]%(2)              $[____]
        [LN]                   [____]%(2)              $[____]

(1)   Expressed as a rate per annum. Approximate in all cases.

(2)   Variable Lower-Tier Remittance Rate. See the definition of "Lower-Tier
      Remittance Rate" herein.

            The Class R Certificates will not have principal amounts or notional
balances and will not bear interest.

            The parties intend that (i) the portion of the Trust Fund
representing the Excess Interest and the Excess Interest Distribution Account
shall be treated as a portion of a grantor trust under subpart E of Part 1 of
subchapter J of Chapter 1 of Subtitle A of the Code and that the Class V
Certificates shall represent undivided beneficial interests in such portion of
the Grantor Trust[, (ii) that the portion of the Trust Fund representing the
Broker Strip Interest and any amounts on deposit in the Collection Account
representing the Broker Strip Interest shall be treated as a portion of a
grantor trust under subpart E of Part I of subchapter J of Chapter 1 of Subtitle
A of the Code and each Broker Strip Payee shall own an undivided beneficial
interest in the related portion of the Grantor Trust and (iii) that the portion
of the Trust Fund representing the Class [A-2FL] Regular Interest (and
distributions thereon), the Swap Agreement (and payments by the Swap
Counterparty thereunder) and the Floating Rate Account shall be treated as a
grantor trust under subpart E of Part I of subchapter J of Chapter 1 of Subtitle
A of the Code ("Grantor Trust [A-2FL]") and that the Class [A-2FL] Certificates
shall represent undivided beneficial interests in such portion of the Grantor
Trust.]

            As of the close of business on the Cut-off Date (as defined herein),
the 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 Master Servicer, the Special Servicer and the Trustee agree as
follows:

                                      -4-
<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

            SECTION 1.01 Defined Terms.

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

            "30/360 Basis": The accrual of interest based on a 360-day year
consisting of twelve 30-day months.

            "A Loan": Each [CBA] A Loan, which is senior in right of payment to
the related Junior Loan.

            "A Note": With respect to any A Loan, the Mortgage Note included in
the Trust Fund, which is senior in right of payment to the related Junior Loan,
if any, to the extent set forth in the related Intercreditor Agreement.

            "Accountant's Statement": As defined in Section 3.14.

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates [and the Class A-2FL
Regular Interest], 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 Class Principal Balance of such
Class (or, in the case of a Class of Interest-Only Certificates, on the Class
Notional Amount thereof) immediately prior to such Distribution Date[; with
respect to the Class [A-2FL] Regular Interest, one month's interest at the
Pass-Through Rate for the Class [A-2FL] Regular Interest] for such Distribution
Date, accrued on the related Class Principal Balance immediately prior to such
Distribution Date]. The Accrued Certificate Interest Amount for each such Class
shall be calculated on a 30/360 Basis.

            "Accrued Component Interest Amount": With respect to each Component
of the Class [A-X] and Class [A-SP] Certificates for any Distribution Date, an
amount equal to interest for the related Interest Accrual Period at the Class
[A-X] Strip Rate or Class [A-SP] Strip Rate, as applicable, with respect to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date. The
Accrued Component Interest Amount for each Component shall be calculated on a
30/360 Basis.

            "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 regulations 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 (or any interest therein) for federal income
tax purposes.

            "Actual/360 Basis": The accrual of interest based on the actual
number of days elapsed during each one-month accrual period in a year assumed to
consist of 360 days.

            "Additional Collateral": With respect to each Additional Collateral
Loan, the cash reserve or irrevocable letter of credit partially securing such
Additional Collateral Loan.

            "Additional Collateral Loan": Any of the Loans identified on Exhibit
C-1 hereto.

                                      -5-
<PAGE>

            "Additional Review Period": As defined in Section 3.21(e).

            "Additional Servicer" means each Affiliate of the Master Servicer
that services any of the Loans and each Person who is not an Affiliate of the
Master Servicer, other than the Special Servicer, who services 10% or more of
the Loans.

            "Additional Servicing Compensation": As defined in Section 3.11(a).

            "Additional Trust Fund Expenses": An expense of the Trust Fund that
(i) arises out of a default on a Loan or Serviced Loan Combination or an
otherwise unanticipated event, (ii) is not covered by a Servicing Advance or a
corresponding collection from the related Borrower and (iii) does not represent
a loss on a Loan arising from the inability of the Master Servicer and/or the
Special Servicer to collect all amounts due and owing under the Loan, including
by reason of the fraud or bankruptcy of the Borrower or, to the extent not
covered by insurance, a casualty of any nature at a Mortgaged Property;
provided, however, that, "Additional Trust Fund Expense" shall not include any
of the foregoing amounts that have been recovered from the related Borrower or
Mortgaged Property.

            "Adjusted Lower-Tier Remittance Rate": With respect to each
Uncertificated Lower-Tier Interest that constitutes a Corresponding
Uncertificated Lower-Tier Interest for any Class [A-SP Component], for any
Distribution Date up to and including the related Class [A-SP] Termination Date,
an annual rate equal to the Reference Rate for such Distribution Date, and for
any Distribution Date subsequent to the related Class [A-SP] Termination Date,
an annual rate equal to the Pass-Through Rate in effect for such Distribution
Date for the Corresponding Class of Sequential Pay Certificates in respect of
such Uncertificated Lower-Tier Interest. With respect to each Uncertificated
Lower-Tier Interest that does not constitute a Corresponding Uncertificated
Lower-Tier Interest for any Class [A-SP Component], for any Distribution Date,
an annual rate equal to the Pass-Through Rate in effect for such Distribution
Date for the Corresponding Class of Sequential Pay Certificates in respect of
such Uncertificated Lower-Tier Interest.

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

            "Adverse REMIC Event": As defined in Section 3.30(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.

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

            "Alternative Adjusted Lower-Tier Remittance Rate": With respect to
any Uncertificated Lower-Tier Interest, for any Distribution Date, the rate per
annum equal to the Pass-Through Rate in effect for such Distribution Date for
the Corresponding Class of Sequential Pay Certificates in respect of such
Uncertificated Lower-Tier Interest.

            "Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon which such ARD
Loan starts to accrue interest at its Revised Rate.

                                      -6-
<PAGE>

            "Appraisal": An appraisal prepared in accordance with 12 C.F.R. ss.
225.64 by an Appraiser selected by the Master Servicer or the Special Servicer,
as applicable, or obtained in connection with the origination of the Loan, as
applicable.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Loan as to which an Appraisal Reduction Event has occurred, an amount calculated
by the Special Servicer (and confirmed by the Master Servicer) equal to the
excess, if any, of: (a) the Stated Principal Balance of such Loan; over (b) the
excess, if any, of (i) the sum of (A) 90% of the Appraised Value (as such
Appraised Value may be adjusted downward by the Special Servicer in accordance
with the Servicing Standard, without implying any duty to do so, based on the
Special Servicer's review of the Appraisal or such other information as the
Special Servicer deems relevant) of the related Mortgaged Property as determined
(1) with respect to any Loan with an outstanding principal balance equal to or
greater than $[2,000,000], by one or more Appraisals (the costs of which shall
be paid by the Master Servicer as a Servicing Advance) or (2) with respect to
any Loan with an outstanding principal balance less than $[2,000,000], by an
Appraisal (or an update of a prior Appraisal) (the costs of which shall be paid
by the Master Servicer as a Servicing Advance) or an internal valuation
performed by the Special Servicer, plus (B) any letter of credit, reserve,
escrow or similar amount held by the Master Servicer which are posted as
additional security for and may be applied to payments due on the Loan in the
case of default, over (ii) the sum of (X) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest on such Loan at a per
annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in respect
of such Loan, together with interest thereon at the Reimbursement Rate, and (Z)
all currently due and unpaid real estate taxes and assessments, Insurance Policy
premiums, ground rents and all other amounts due and unpaid with respect to such
Loan, net of any amounts currently escrowed for such amounts (which taxes,
assessments, premiums, ground rents and other amounts have not been subject to
an Advance by the Master Servicer or the Trustee); provided that, if neither a
required Appraisal has been obtained nor an internal valuation is completed
within the period required under Section 3.19(c) with respect to such Loan, then
until such Appraisal is obtained or such internal valuation is completed, as the
case may be, in accordance with Section 3.19(c) the Appraisal Reduction Amount
shall be equal to 25% of the Stated Principal Balance of such Loan as of the
date of the related Appraisal Reduction Event; and provided, further, that, if
the related Mortgaged Property has become an REO Property, then references to
"Loan" above in this definition shall include any successor REO Loan with
respect to the subject Loan.

            In the case of each Loan Combination (or any successor REO Loans
with respect thereto), [including without limitation each CBA A/B Loan Pair],
any Appraisal Reduction Amount will be calculated in respect of such Loan
Combination (or any successor REO Loans with respect thereto), as if it was a
single Loan (or single REO Loan), and any Appraisal Reduction Amount shall be
allocated first to the related Junior Loan(s), up to the outstanding principal
balance of such Junior Loan (or REO Loan)), and then to the Loan contained in
such Loan Combination.

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

            "Appraisal Reduction Event": With respect to any Loan, the earliest
of (i) [120] days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Loan (except that
with respect to a Balloon Payment, such date may extend until the Loan becomes a
Specially Serviced Loan), (ii) the date on which a reduction in the amount of
Monthly Payments on such Loan, or a change in any other material economic term
of such Loan (other than an extension of the Maturity Date for a period of [six]
months or less), becomes effective as a result of a modification of such Loan by
the Special Servicer, (iii) [60] days after a receiver has been appointed and
remains undismissed

                                      -7-
<PAGE>

for the Borrower or immediately after a receiver has been appointed for the
related Mortgaged Property, (iv) [30] days after a Borrower declares bankruptcy,
(v) [60] days after the Borrower has become the subject of a decree or order for
a bankruptcy proceeding that shall have remained in force undischarged and
unstayed, and (vi) immediately after such Loan becomes an REO Loan; provided,
however, that there shall be no reduction in P&I Advances if an Appraisal
Reduction Event shall occur on and after the date (if any) when the aggregate of
the Class Principal Balances of all Classes of Sequential Pay Certificates
(other than the Class A Sequential Pay Certificates) have been reduced to zero.
The Special Servicer or the Master Servicer, as applicable, shall notify the
Master Servicer or the Special Servicer, as applicable, and the Trustee (and,
with respect to each Serviced Loan Combination, the related Junior Loan
Holder(s), as applicable) promptly upon the occurrence of any of the foregoing
events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof (as is) as determined by the most recent Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement or obtained in
connection with the origination of the Loan, as applicable.

            "Appraiser": An Independent MAI, state certified organization with
five years of experience in properties of like kind and in the same geographic
area.

            "ARD Loan": Any Loan that is designated as such on the Mortgage Loan
Schedule.

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

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to [___] or its permitted assignee pursuant to Section 3.11(a) and
subject to reduction by the Trustee pursuant to Section 3.11(a).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related 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 shall mean the
following:

            (a) with respect to any Loan or Junior Loan that is delinquent in
      respect of its Balloon Payment (and, if applicable, any successor REO Loan
      with respect thereto as to which the Balloon Payment would have been past
      due), an amount equal to the sum of (i) the principal portion of the
      Monthly Payment that would have been due on such Loan or Junior Loan on
      the related Due Date based on the constant payment required by the related
      Note or the original amortization schedule thereof (as calculated with
      interest at the related Mortgage Rate), if applicable, assuming such
      Balloon Payment had not become due (and, if applicable, assuming the
      related Mortgaged Property had not become an REO Property), after giving
      effect to any modification of such Loan or Junior Loan, and (ii) one
      month's interest on the Stated Principal Balance of such Loan or Junior
      Loan (or, if applicable, any successor REO Loan with respect thereto) as
      of the end of such Due Period at the applicable Mortgage Rate (less the
      related Master Servicing Fee Rate and any Primary Servicing Fee Rate). The
      amount of the Assumed Scheduled Payment for any A Loan or Junior Loan
      shall be calculated solely by reference to the terms of such A Loan or
      Junior Loan, as applicable (as modified in connection with any bankruptcy
      or similar proceeding involving the related Mortgagor or pursuant to a
      modification, waiver or amendment thereof granted or agreed to by the
      Master Servicer or the Special Servicer pursuant

                                      -8-
<PAGE>

      to the terms hereof) and without regard to the remittance provisions of
      the related Intercreditor Agreement ; and

            (b) any REO Loan that is not delinquent in respect of its Balloon
      Payment, an amount equal to the sum of (i) the principal portion of the
      Monthly Payment that would have been due on the related Loan on the
      related Due Date based on the original amortization schedule thereof (as
      calculated with interest at the related Mortgage Rate), if applicable,
      assuming the related Mortgaged Property had not become an REO Property,
      after giving effect to any modification of the related Loan, and (ii) one
      month's interest on the Stated Principal Balance of such REO Loan as of
      the end of such Due Period at the applicable Mortgage Rate (less the
      related Master Servicing Fee Rate and any Primary Servicing Fee Rate).

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

            (a) the aggregate amount received on or with respect to the Loans
      (and any related REO Properties) on or prior to the related Determination
      Date and on deposit in the Collection Account as of the close of business
      on the Business Day preceding the Master Servicer Remittance Date,
      exclusive of any portion of such aggregate amount that is comprised of one
      or more of the following amounts (without duplication):

                  (i) all Monthly Payments collected but due on a Due Date after
            the end of the related Due Period;

                  (ii) all Principal Prepayments, Balloon Payments, Liquidation
            Proceeds, Insurance and Condemnation Proceeds, amounts received in
            connection with Loan repurchases pursuant to Section 2.03(b) and
            other unscheduled recoveries that, in each case, are received or
            deemed received after the related Determination Date;

                  (iii) all amounts in the Collection Account that are payable
            or reimbursable to any Person from the Collection Account pursuant
            to clauses (iii) through (xvii), inclusive, and clauses (xix), (xx)
            and (xxi) of Section 3.05(a);

                  (iv) all amounts that are payable or reimbursable to any
            Person from the Distribution Account pursuant to clauses (iii)
            through (vi), inclusive, of Section 3.05(b);

                  (v) all Yield Maintenance Charges;

                  (vi) all amounts deposited in the Collection Account in error;

                  (vii) any net interest or net investment income on funds on
            deposit in the Collection Account or any REO Account or in Permitted
            Investments in which such funds may be invested;

                  (viii) with respect to any Distribution Date relating to each
            Interest Accrual Period ending in each February or in any January in
            a year which is not a leap year, the Withheld Amounts in respect of
            the Interest Reserve Loans that are to be deposited in the Interest
            Reserve Account on such Distribution Date and held for future
            distribution pursuant to Section 3.28;

                                      -9-
<PAGE>

                  (ix) all amounts received with respect to a Serviced Loan
            Combination that are required to be paid to any related Junior Loan
            Holder pursuant to the terms of the related Junior Loan and the
            related Intercreditor Agreement (which amounts will be deposited
            into the related Junior Loan Custodial Account pursuant to Section
            3.04 and/or Section 3.05, and withdrawn from such accounts pursuant
            to Section 3.05);

                  (x) Excess Interest; and

                  (xi) Excess Liquidation Proceeds;

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the REO Loans in the
      Mortgage Pool from any REO Account to the Collection Account for such
      Distribution Date pursuant to Section 3.16(c);

            (c) the aggregate amount of any P&I Advances made in respect of the
      Mortgage Pool by the Master Servicer and/or the Trustee, as applicable,
      for such Distribution Date pursuant to Section 4.03 or 7.05, which P&I
      Advances shall not include any related Master Servicing Fees, Primary
      Servicing Fees or Workout Fees;

            (d) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date;

            (e) any and all payments required to be made by the Master Servicer
      pursuant to Section 3.02(d);

            (f) the aggregate amount transferred (pursuant to Section 3.04(f))
      from the Excess Liquidation Proceeds Account to the Distribution Account
      in respect of such Distribution Date; and

            (g) if and to the extent not already included in clause (a) hereof,
      any Cure Payment (except for any portion thereof payable or reimbursable
      to the Master Servicer or the Special Servicer) made by any Junior Loan
      Holder pursuant to the terms of the related Intercreditor Agreement prior
      to or during the related Due Period and allocable to principal or interest
      with respect to the related Loan that is due during the related Due
      Period.

            Any determination of the portion of the Available Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 (as contemplated by
Section 4.01) shall take account Section 1.05.

            "Balloon Loan": Any Loan or Junior Loan that by its terms provides
for an amortization schedule extending materially beyond its Maturity Date or
for no amortization prior to its Maturity Date.

            "Balloon Payment": With respect to any Balloon Loan and any date of
determination, the scheduled payment of principal due on the Maturity Date of
such Balloon Loan (less principal included in the applicable amortization
schedule or scheduled Monthly Payment).

            "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
or other early collection of principal on any Loan (or any successor REO Loan
with respect thereto) and any of the Class [A-1] Class [A-2FX], Class [A-1-A],
Class [B], Class [C], Class [D], Class [E], Class [F], Class

                                      -10-
<PAGE>

[G], Class [H] and Class [J] Certificates [and the Class [A-2FL] Regular
Interest], a fraction (not greater than 1) (a) whose numerator is the amount, if
any, by which (i) the Pass-Through Rate on such Class of Certificates or the
Class [A-2FL Regular Interest] exceeds (ii) the Yield Rate used in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment or other
early collection of principal and (b) whose denominator is the amount, if any,
by which the (i) Mortgage Rate on such Loan (or REO Loan) exceeds (ii) the Yield
Rate (as provided by the Master Servicer) used in calculating the Yield
Maintenance Charge with respect to such Principal Prepayment or other early
collection of principal; provided, however, that if such Yield Rate is greater
than or equal to the lesser of (x) the Mortgage Rate on such Loan (or REO Loan)
and (y) the Pass-Through Rate described in clause (a)(i) above, then the Base
Interest Fraction shall be zero.

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

            "Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.

            "Borrower": With respect to any Loan, the obligor or obligors on any
related Note or Notes, including, without limitation, any Person that has
acquired the related Mortgaged Property and assumed the obligations of the
original obligor under the Note or Notes.

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

            ["Broker Strip": With respect to each Broker Strip Loan, the right
to receive interest accrued on the principal balance of such Loan at the Broker
Strip Rate for such Loan.]

            ["Broker Strip Interest": With respect to each Broker Strip Loan,
interest accrued on the principal balance of such loan at the Broker Strip Rate
for such Loan.]

            ["Broker Strip Loans": The Loans listed on Exhibit P hereto.]

            ["Broker Strip Payee": With respect to any Broker Strip Loan, the
"Broker Strip Payee" specified on Exhibit P hereto with respect to such Loan.]

            ["Broker Strip Rate": With respect to each Broker Strip Loan, the
"Broker Strip Rate" specified on Exhibit P hereto with respect to such Loan.]

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the states where the Collection Account, the
Distribution Account, the Trustee, the Master Servicer, the Special Servicer or
[________], as Primary Servicer, are located are authorized or obligated by law
or executive order to remain closed.

            "Cash Collateral Account": With respect to any Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan
Document, into which account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the applicable
Mortgage Loan Seller[s]'s interest in such Loan. Any Cash Collateral Account
shall be beneficially owned for federal income tax purposes by the Person who is
entitled to receive all reinvestment income or gain thereon in accordance with
the terms and provisions of the related Loan and Section 3.06, which Person (and
not the Trust) may be taxed on all reinvestment income or gain thereon. The
Master Servicer shall be permitted to make withdrawals therefrom solely for
deposit into the Collection Account or a Servicing Account, or

                                      -11-
<PAGE>

to remit to the Borrower as required by the related Loan Documents, as
applicable. To the extent not inconsistent with the terms of the related Loan,
each such Cash Collateral Account shall be an Eligible Account.

            "Cash Collateral Account Agreement": With respect to any Loan, the
cash collateral account agreement, if any, between the related Mortgage Loan
Originator and the related Borrower, pursuant to which the related Cash
Collateral Account, if any, may have been established.

            ["CBA A Loan": The Loans secured by the Mortgaged Properties
identified on the Mortgage Loan Schedule as [List Mortgaged Properties]
respectively, each of which Loans are senior in right of payment to the related
CBA B Loan, to the extent set forth in the related CBA Intercreditor Agreement.]

            ["CBA A/B Loan Pair": Any CBA A Loan together with the related CBA B
Loan.]

            ["CBA A/B Material Default": With respect to a CBA A/B Loan Pair, a
"Material Default" under, and within the meaning of, the related Intercreditor
Agreement.]

            ["CBA B Loan": With respect to each CBA A Loan, the mortgage loan
secured, on a subordinate basis, by the same Mortgage on the same Mortgaged
Property as such CBA A Loan, which subordinate mortgage loan is not included in
the Trust Fund.]

            ["CBA B Loan Holder": With respect to any CBA A/B Loan Pair,
CBA-Mezzanine Capital Finance, LLC or its successors and assigns, as the holder
of the related CBA B Loan.]

            ["CBA Intercreditor Agreement": With respect to each CBA A/B Loan
Pair, the related intercreditor agreement entered into by and between the holder
of the related CBA A Loan and the related CBA B Loan Holder, as the same may be
further amended from time to time in accordance with the terms thereof.]

            "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 by the Trustee or
Certificate Registrar and authenticated and delivered hereunder by the
Certificate Registrar.

            "Certificate Notional Amount": With respect to any Class [A-X] or
Class [A-SP] Certificate, as of any date of determination, the then notional
amount of such Certificate equal to the product of (a) the Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class [A-X] or Class
[A-SP] Notional Amount, as applicable.

            "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 Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then principal balance of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class Principal Balance of the
Class of Sequential Pay Certificates to which such Certificate belongs.

                                      -12-
<PAGE>

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

            "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 with respect to the rights, obligations or liabilities of the
Trustee, the Master Servicer or the Special Servicer, any Certificate registered
in the name of the Trustee, the Master Servicer, the Special Servicer or any
Affiliate of any of them, as applicable, 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; provided that (i)
such restrictions shall not apply to the selection of the Controlling Class (or
the Directing Certificateholder) or the exercise of the Special Servicer's or
its Affiliates' rights as a member of the Controlling Class and (ii) the
foregoing shall not apply if the Trustee, the Master Servicer or the Special
Servicer, as the case may be, and/or their Affiliates, own the entire Class of
each Class of Certificates affected by such action, vote, consent or waiver. The
Trustee shall be entitled to request and conclusively rely upon a certificate of
the Master Servicer or the Special Servicer in determining whether a Certificate
is registered in the name of an Affiliate of such Person. All references herein
to "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.

            "Class": With respect to any Certificates, Uncertificated Lower-Tier
Interests [or the Class [A-2FL] Regular Interest], all of the Certificates,
Uncertificated Lower-Tier Interests [or the Class [A-2FL] Regular Interest],
respectively, bearing the same alphabetical and, if applicable, numerical class
designation.

            "Class A Certificate": Any Class [A-1], Class [A-2FX], Class
[A-2FL], Class [A-1-A], Class [A-SP] or Class [A-X] Certificate.

            "Class A Sequential Pay Certificate": Any Class [A-1], Class
[A-2FX], Class [A-2FL], or Class [A-1-A] Certificate.

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

            "Class [A-1] Pass-Through Rate": [[_______]% per annum.]

            ["Class [A-2FX] Pass-Through Rate": As to any Distribution Date, the
lesser of (i) [_______]% and (ii) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date.]

            ["Class [A-2FX] Certificate": A Certificate designated as "Class
[A-2FX]" on the face thereof, substantially in the form of Exhibit A-1 hereto.]

            ["Class [A-2FL] Available Funds": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all principal
and/or interest distributions, as well as all distributions of Yield Maintenance
Charges, on or in respect of the Class [A-2FL] Regular Interest with respect to
such Distribution Date and (ii) the amounts, if any, received from the Swap
Counterparty pursuant to the Swap Agreement for such Distribution Date, less (b)
with respect to interest amounts, the sum of (i) all regularly scheduled
interest amounts required to be paid to the Swap Counterparty pursuant

                                      -13-
<PAGE>

to the Swap Agreement for such Distribution Date, (ii) any amount payable to the
Trustee as Net Investment Earnings earned on funds held in the Floating Rate
Account and (iii) any amount deposited in the Floating Rate Account in error.]

            ["Class [A-2FL] Certificate": A Certificate designated as "Class
[A-2FL]" on the face thereof, substantially in the form of Exhibit A-1A hereto.]

            ["Class [A-2FL] Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation of a Swap
Default of the nature described in clause (i) of the definition of "Swap
Default" while the Trustee is pursuing remedies under the Swap Agreement
pursuant to Section 3.32, or (ii) immediately upon and following the termination
of the Swap Agreement, the conversion of distributions to the Class [A-2FL]
Certificates from distributions based, in part, on floating interest payments
from the Swap Counterparty under the Swap Agreement to distributions based
solely on fixed interest distributions in respect of the Class [A-2FL] Regular
Interest, as specified in Section 4.01.]

            ["Class [A-2FL] Fixed Swap Payment": With respect to any
Distribution Date, the fixed interest amount required to be paid to the Swap
Counterparty by the Trust under the Swap Agreement (prior to any netting against
amounts due from the Swap Counterparty to the Trust) in respect of that
Distribution Date.]

            ["Class [A-2FL] Floating Swap Payment": With respect to any
Distribution Date, the floating interest amount required to be paid to the Trust
by the Swap Counterparty under the Swap Agreement (prior to any netting against
amounts due from the Trust to the Swap Counterparty) in respect of that
Distribution Date.]

            ["Class [A-2FL] Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the Optimal Interest
Distribution Amount with respect to the Class [A-2FL] Regular Interest for such
Distribution Date, (ii) the Class [A-2FL] Floating Swap Payment received from
the Swap Counterparty with respect to such Distribution Date and (iii) if the
Swap Agreement is terminated and a replacement Swap Agreement is not obtained,
any Swap Termination Payment collected during the related Due Period, less (b)
the Class [A-2FL] Fixed Swap Payment made to the Swap Counterparty with respect
to such Distribution Date.]

            ["Class [A-2FL] Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class [A-2FL] Fixed Swap
Payment for that Distribution Date over (ii) the Class [A-2FL] Floating Swap
Payment in respect of that Distribution Date.]

            ["Class [A-2FL] Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class [A-2FL] Floating Swap
Payment for that Distribution Date over (ii) the Class [A-2FL] Fixed Swap
Payment in respect of that Distribution Date.]

            ["Class [A-2FL] Pass-Through Rate": With respect to any Distribution
Date, LIBOR plus [__]%; except that if (a) the total amount of interest
distributions with respect to the Class [A-2FL] Regular Interest for any
distribution date deposited in the Floating Rate Account is less than (b) 1/12th
of the product of (i) [_______]%, multiplied by (ii) the Class Principal Balance
of the Class [A-2FL] Regular Interest immediately prior to that Distribution
Date, then there will be a proportionate reduction to the amount of interest
distributable on the Class [A-2FL] Certificates, as provided in the Swap
Agreement.]

                                      -14-
<PAGE>

            ["Class [A-2FL] Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the amount of principal allocated pursuant
to Section 4.01 in respect of the Class [A-2FL Regular Interest] on such
Distribution Date.]

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

            ["Class [A-2FL] Regular Interest Pass-Through Rate": The lesser of
(a) [_______]% per annum and (b) the Weighted Average Net Mortgage Pass-Through
Rate.]

            ["Class [A-2FL] Swap Payment Date": With respect to any Distribution
Date, the Swap Business Day preceding such Distribution Date.]

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

            "Class [A-1-A] Components": Component [A-1-A-1, Component A-1-A-2,
Component A-1-A-3, Component A-1-A-4, Component A-1-A-5, Component A-1-A-6,
Component A-1-A-7 and Component A-1-A-8.]

            "Class [A-1-A] Pass-Through Rate": As to any Distribution Date, a
per annum rate equal to [the lesser of (i) [__]% and (ii) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [A-SP] Component": Any of Component [A-SP-A-1-2, Component
A-SP-A-1-3, Component A-SP-A-2FX-1, Component A-SP-A-2FX-2, Component
A-SP-A-2FX-3, Component A-SP-A-2FL-1, Component A-SP-A-2FL-2, Component
A-SP-A-2FL-3, Component A-SP-A-1-A-2, Component A-SP-A-1-A -3, Component
A-SP-A-1-A-4, Component A-SP-A-1-A-5, Component A-SP-A-1-A-6, Component
A-SP-A-1-A-7, Component A-SP-A-1-A-8, Component A-SP-B, Component A-SP-C-1,
Component A-SP-C-2, Component A-SP-D, Component A-SP-E-1, Component A-SP-E-2,
Component A-SP-F-1, Component A-SP-F-2, Component A-SP-G, Component A-SP-H-1,
Component A-SP-H-2, Component A-SP-J-1 and Component A-SP-J-2]. Each of the
Class A-SP Components constitutes a separate "regular interest" in the
Upper-Tier REMIC.

            "Class [A-SP] Notional Amount": As of any date of determination, the
sum of then Component Notional Amounts of the Class A-SP Components; provided
that, for reporting purposes, the Class [A-SP] Notional Amount from time to time
shall be calculated in accordance with the Prospectus Supplement.

            "Class [A-SP] Pass-Through Rate": As to any Distribution Date, the
per annum rate, expressed as a percentage, equal to the weighted average of the
respective Class [A-SP] Strip Rates of the Class [A-SP] Components for (and
weighted on the basis of their respective Component Notional Balances
immediately prior to) such Distribution Date; provided that, for reporting
purposes, the Class [A-SP] Pass-Through Rate for each Distribution Date shall be
calculated in accordance with the Prospectus Supplement.]

                                      -15-
<PAGE>

            "Class [A-SP] Strip Rate": With respect to any Class [A-SP]
Component, for any Distribution Date, a rate per annum equal to the excess, if
any, of (i) the lesser of the Lower-Tier Remittance Rate and the Adjusted
Lower-Tier Remittance Rate with respect to such Class [A-SP] Component's
Corresponding Uncertificated Lower-Tier Interest for such Distribution Date,
over (ii) the Alternative Adjusted Lower-Tier Remittance Rate with respect to
such Class [A-SP] Component's Corresponding Uncertificated Lower-Tier Interest
for such Distribution Date.]

            "Class [A-SP] Termination Date": With respect to any of the
Uncertificated Lower-Tier Interests specified below, the Distribution Date that
occurs in the month and year indicated below:

                                               Month and Year of Related
               Class Designation              Class A-SP Termination Date
      ---------------------------------- -------------------------------------
      [LA-1-2]                                         [___]
      [LA-1-3]                                         [___]
      [LA-2FX-1]                                       [___]
      [LA-2FX-2]                                       [___]
      [LA-2FX-3]                                       [___]
      [LA-2FL-1]                                       [___]
      [LA-2FL-2]                                       [___]
      [LA-2FL-3]                                       [___]
      [LA-1-A-2]                                       [___]
      [LA-1-A-3]                                       [___]
      [LA-1-A-4]                                       [___]
      [LA-1-A-5]                                       [___]
      [LA-1-A-6]                                       [___]
      [LA-1-A-7]                                       [___]
      [LA-1-A-8]                                       [___]
      [LB]                                             [___]
      [LC-1]                                           [___]
      [LC-1]                                           [___]
      [LD]                                             [___]
      [LE-1]                                           [___]
      [LE-2]                                           [___]
      [LF-1]                                           [___]
      [LF-2]                                           [___]
      [LG]                                             [___]
      [LH-1]                                           [___]
      [LH-2]                                           [___]
      [LJ-1]                                           [___]
      [LJ-2]                                           [___]

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

            "Class [A-X] Component": Any of Component [A-X-A-1-1, Component
A-X-A-1-2, Component A-X-A-1-3, Component A-X-A-2FX-1, Component A-X-A-2FX-2,
Component A-X-A-2FX-3, Component A-X-A-2FL-1, Component A-X-A-2FL-2, Component
A-X-A-2FL-3, Component A-X-A-1-A-1, Component A-X-A-1-A-2, Component
A-X-A-1-A-3, Component A-X-A-1-A-4, Component A-X-A-1-A-5, Component
A-X-A-1-A-6, Component A-X-A-1-A-7, Component A-X-A-1-A-8, Component A-X-B,
Component A-X-C-1, Component A-X-C-2, Component A-X-D, Component A-X-E-1,
Component A-X-E-2, Component A-X-F-1, Component A-X-F-2, Component A-X-G,
Component A-

                                      -16-
<PAGE>

X-H-1, Component A-X-H-2, Component A-X-J-1, Component A-X-J-2, Component A-X-K,
Component A-X-L, Component A-X-M and Component A-X-N].

            "Class [A-X] Notional Amount": With respect to the Class [A-X]
Certificates, as of any date of determination, the sum of then Component
Notional Amounts of all of the Class [A-X] Components.

            "Class [A-X] Pass-Through Rate": As to any Distribution Date, the
per annum rate, expressed as a percentage, equal to the weighted average of the
respective Class [A-X] Strip Rates of the Class [A-X] Components for (and
weighted on the basis of their respective Component Notional Balances
immediately prior to) for such Distribution Date.

            "Class [A-X] Strip Rate": With respect to any Class [A-X] Component,
for any Distribution Date, a rate per annum equal to the excess, if any, of (i)
the Lower-Tier Remittance Rate with respect to such Class [A-X] Component's
Corresponding Uncertificated Lower-Tier Interest for such Distribution Date,
over (ii) the greater of the Adjusted Lower-Tier Remittance Rate and the
Alternative Adjusted Lower-Tier Remittance Rate with respect to such Class [A-X]
Component's Corresponding Uncertificated Lower-Tier Interest for such
Distribution Date.

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

            "Class [B] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [_______]% and (ii) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [C] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [_______]% and (ii) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [D] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [E] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

                                      -17-
<PAGE>

            "Class [F] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [G] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [H] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the Weighted Average Net Mortgage Pass-Through Rate for
such Distribution Date].

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

            "Class [J] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [K] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [L] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

            "Class [LA-1-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.]

            "Class [LA-1-3] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in

                                      -18-
<PAGE>

the Preliminary Statement hereto and accrues interest at its Lower-Tier
Remittance Rate in effect from time to time.

            "Class [LA-2FX-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-2FX-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-2FX-3] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-2FL-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-2FL-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-2FL-3] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-3] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-4] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth

                                      -19-
<PAGE>

in the Preliminary Statement hereto and accrues interest at its Lower-Tier
Remittance Rate in effect from time to time.

            "Class [LA-1-A-5] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-6] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-7] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LA-1-A-8] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LB] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LC-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LC-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LD] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LE-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LE-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the

                                      -20-
<PAGE>

Preliminary Statement hereto and accrues interest at its Lower-Tier Remittance
Rate in effect from time to time.

            "Class [LF-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LF-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LG] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LH-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LH-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LJ-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LJ-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LK] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LL] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LM] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the

                                      -21-
<PAGE>

Preliminary Statement hereto and accrues interest at its Lower-Tier Remittance
Rate in effect from time to time.

            "Class [LN] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LO] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LP] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [LQ] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

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

            "Class [M] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

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

            "Class [N] Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date].

            "Class Notional Amount": For any date of determination, the Class
[A-X] Notional Amount or the Class [A-SP] Notional Amount, as applicable.

            "Class Principal Balance": With respect to any Class of Sequential
Pay Certificates, as of any date of determination, a principal amount equal to
the Original Class Principal Balance of such Class as specified in the
Preliminary Statement hereto, as such principal amount may be permanently
reduced (to not less than zero) on each Distribution Date coinciding with or
preceding such date of determination by (i) any distributions of principal made
with respect to such Class of Sequential Pay Certificates on the subject
Distribution Date pursuant to Section 4.01(a) and (ii) any Collateral Support
Deficit allocated to such Class of Sequential Pay Certificates on the subject
Distribution Date pursuant to Section 4.04.

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

                                      -22-
<PAGE>

            "Class V Certificate": A Certificate designated as "Class V" on the
face thereof, substantially in the form of Exhibit A-4 hereto. The Class V
Certificates have no Pass-Through Rate, Class Principal Balance or Class
Notional Amount.

            "Clearstream": Clearstream Banking, Luxembourg, or any successor.

            "Closing Date": [___].

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

            "CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Advance Recovery Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

            "CMSA Bond Level File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "CMSA Collateral Summary File": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (unless the Directing Certificateholder and the Rating
Agencies otherwise consent to an alternative form of such report).

                                      -23-
<PAGE>

            "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

            "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

            "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

            "CMSA Investor Reporting Package":

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

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

            (c) such other reports as CMSA may designate as part of the "CMSA
      Investor Reporting Package" from time to time generally.

            "CMSA Loan Level Reserve/LOC Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Level Reserve/LOC Report" on the CMSA Website, or in such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

                                      -24-
<PAGE>

            "CMSA Loan Periodic Update File": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Periodic Update File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report). Each CMSA Loan Periodic Update
File prepared by the Master Servicer shall be accompanied by the CMSA Advance
Recovery Report and all references herein to "CMSA Loan Periodic Update File"
shall be construed accordingly.

            "CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report), and in any event, shall present the
computations made in accordance with the methodology described in such form to
"normalize" the full year net operating income or net cash flow, as applicable,
and debt service coverage numbers used in the other reports required by this
Agreement.

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available as of the Closing
Date on the CMSA Website or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (unless the Directing Certificateholder and the Rating
Agencies otherwise consent to an alternative form of such report).

            "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "CMSA Reconciliation of Funds": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Reconciliation of Funds" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CMSA
for commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing

                                      -25-
<PAGE>

Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (unless the Directing Certificateholder and the Rating
Agencies otherwise consent to an alternative form of such report).

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

            "CMSA Special Servicer Loan File": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

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

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

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

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(j), sub-accounts created and maintained by the Master
Servicer or any Sub-Servicer on behalf of the Master Servicer pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the Certificateholders
and (insofar as amounts on deposit therein may potentially relate to any Loan
Combination) any related Junior Loan Holder [(other than with respect to a CBA
A/B Loan Pair before the occurrence of a CBA A/B Material Default)], as their
interests may appear, into which the amounts set forth in Section 3.04(a) shall
be deposited directly, which account shall, subject to Section 3.04(j), be
entitled substantially as follows: [ Title of Collection Account]. Any such
account or accounts or, subject to Section 3.04(j), sub-accounts shall be an
Eligible Account and shall be part of the Lower-Tier REMIC.

            "Commission": The Securities and Exchange Commission.

            "Component": Any of the components of the Class [A-X] or Class
[A-SP] Certificates, which components are: (a) in the case of the Class [A-X]
Certificates, the respective Class [A-X] Components; and (b) in the case of the
Class [A-SP] Certificates, the respective Class [A-SP] Components.

            ["Component A-SP-A-1-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-2 Lower-Tier Interest as of any
date of determination.]

                                      -26-
<PAGE>

            ["Component A-SP-A-1-3": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-2FX-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FX-1 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-2FX-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FX-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-2FX-3": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FX-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-2FL-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FL-1 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-2FL-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FL-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-2FL-3": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FL-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-1-A-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-1-A-3": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-1-A-4": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-4 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-1-A-5": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-5 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-1-A-6": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-6 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-A-1-A-7": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-7 Lower-Tier Interest as of any
date of determination.]

                                      -27-
<PAGE>

            ["Component A-SP-A-1-A-8": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-8 Lower-Tier Interest as of any
date of determination.]

            ["Component A-SP-B": One of the [___] components of the Class [A-SP]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LB Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-C-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LC-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-C-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LC-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-D": One of the [___] components of the Class [A-SP]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LD Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-F-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LF-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-F-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LF-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-G": One of the [___] components of the Class [A-SP]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LG Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-H-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LH-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-H-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LH-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-J-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LJ-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-SP-J-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LJ-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-A-1-1": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-1 Lower-Tier Interest as of any
date of determination.]

                                      -28-
<PAGE>

            ["Component A-X-A-1-2": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-3": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-2FX-1": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FX-1 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-2FX-2": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FX-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-2FX-3": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FX-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-2FL-1": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FL-1 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-2FL-2": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FL-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-2FL-3": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2FL-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-A-1": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-1 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-A-2": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-2 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-A-3": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-3 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-A-4": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-4 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-A-6": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-6 Lower-Tier Interest as of any
date of determination.]

                                      -29-
<PAGE>

            ["Component A-X-A-1-A-7": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-7 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-1-A-8": One of the [___] components of the Class
[A-X] Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-8 Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-J": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-A-J Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-A-M": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-A-M Lower-Tier Interest as of any
date of determination.]

            ["Component A-X-B": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LB Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-C-1": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LC-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-C-2": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LC-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-D": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LD Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-E-1": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LE-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-E-2": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LE-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-F-1": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LF-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-F-2": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LF-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-G": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LG Lower-Tier Interest as of any date
of determination.]

                                      -30-
<PAGE>

            ["Component A-X-H-1": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LH-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-H-2": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LH-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-J-1": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LJ-1 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-J-2": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LJ-2 Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-K": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LK Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-L": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LL Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-M": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LM Lower-Tier Interest as of any date
of determination.]

            ["Component A-X-N": One of the [___] components of the Class [A-X]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LN Lower-Tier Interest as of any date
of determination.]

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then Lower-Tier Principal Amount
of its Corresponding Uncertificated Lower-Tier Interest.

            "Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates then outstanding that has a
Class Principal Balance at least equal to 25% of the initial Class Principal
Balance of such Class; or, if no such Class exists, the most subordinate Class
of Sequential Pay Certificates then outstanding that has a Class Principal
Balance greater than zero. As of the Closing Date, the Controlling Class shall
be the Class N Certificates. For purposes of this definition, the respective
Classes of the Class A Sequential Pay Certificates shall be treated as a single
Class and, if appropriate under the terms of this definition, shall collectively
constitute the Controlling Class. [For purposes of this definition, the Class
[A-2FL] and Class [A-2FX] Certificates shall be treated as a single Class and,
if appropriate under the terms of this definition, shall collectively constitute
the Controlling Class].

            "Controlling Class Certificateholder": 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.

                                      -31-
<PAGE>

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its asset-backed securities trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at, with respect to Certificate transfers
and surrenders, at [Designate Address] or at such other address as the Trustee
or Certificate Registrar may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer and the Special Servicer.

            "Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three consecutive Monthly Payments (for such
purposes taking into account any modification or amendment of the subject Loan
or Junior Loan, as the case may be) and as to which Loan or Junior Loan, as the
case may be, the Special Servicer has returned servicing to the Master Servicer
pursuant to Section 3.21(a).

            "Corresponding Class [A-SP] Component": With respect to any
Uncertificated Lower-Tier Interest, the Class A-SP Component that has an
alphabetic or alphanumeric designation that, with the replacement of "[A-SP-]"
with "L" at the beginning of such designation, is the same as the alphabetic or
alphanumeric, as applicable, designation for such Uncertificated Lower-Tier
Interest.

            "Corresponding Class A-X Component": With respect to any
Uncertificated Lower-Tier Interest, the Class [A-X] Component that has an
alphabetic or alphanumeric designation that, with the replacement of "[A-X-]"
with "L" at the beginning of such designation, is the same as the alphabetic or
alphanumeric, as applicable, designation for such Uncertificated Lower-Tier
Interest[; or with respect to the Class A-2FL Regular Interest, Class [A-X]
Component A-X-A-2FL-1, A-X-A-2FL-2 or A-X-A-2FL-3, as applicable].

            "Corresponding Class of Certificates": With respect to any
Uncertificated Lower-Tier Interest, the Corresponding Class of Sequential Pay
Certificates.

            "Corresponding Class of Sequential Pay Certificates": With respect
to any Uncertificated Lower-Tier Interest, the Class of Sequential Pay
Certificates [(other than the Class A-2FL Certificates)] [and the Class [A-2FL]
Regular Interest] that has an alphabetic or alphanumeric designation that, with
the addition of "L" at the beginning of such designation, is the same as the
alphabetic or alphanumeric, as applicable, designation for such Uncertificated
Lower-Tier Interest; provided that (i) the Class [A-1] Certificates shall be the
Corresponding Class of Sequential Pay Certificates with respect to each of the
Class [LA-1-1], Class [LA-1-2] and Class [LA-1-3] Lower-Tier Interests, (ii) the
Class [A-2FX] Certificates shall be the Corresponding Class of Sequential Pay
Certificates with respect to each of the Class [LA-2FX-1], Class [LA-2FX-2] and
Class [LA-2FX-2] Lower-Tier Interests, (iii) the Class [A-2FL Regular Interest]
shall be the Corresponding Class of Sequential Pay Certificates with respect to
each of the Class [LA-2FL-1], Class [LA-2FL-2] and Class [LA-2FL-3] Lower-Tier
Interests (iv) the Class [A-1-A] Certificates shall be the Corresponding Class
of Sequential Pay Certificates with respect to each of the Class [LA-1-A-1],
Class [LA-1-A-2], Class [LA-1-A-3], Class [LA-1-A-4], Class [LA-1-A-5], Class
[LA-1-A-6], Class [LA-1-A-7] and Class [LA-1-A-8] Lower-Tier Interests, (v) the
Class [C] Certificates shall be the Corresponding Class of Sequential Pay
Certificates with respect to each of the Class [LC-1] and Class [LC-2]
Lower-Tier Interests, (vi) the Class [E] Certificates shall be the Corresponding
Class of Sequential Pay Certificates with respect to each of the Class [LE-1]
and Class [LE-2] Lower-Tier Interests, (vii) the Class [F] Certificates shall be
the Corresponding Class of Sequential Pay Certificates with respect to each of
the Class [LF-1] and Class [LF-2] Lower-Tier Interests, (viii) the Class [H]
Certificates shall be the Corresponding Class of Sequential Pay Certificates
with respect to each of the Class [LH-1] and Class [LH-2] Lower-Tier Interests
and (ix) the Class [J] Certificates shall be the Corresponding Class of
Sequential Pay Certificates with respect to each of the Class [LJ-1] and Class
[LJ-2] Lower-Tier Interests.

                                      -32-
<PAGE>

            "Corresponding Uncertificated Lower-Tier Interest": With respect to:
(a) any Class of Sequential Pay Certificates [(other than the Class A-2FL
Certificates)] [and the Class [A-2FL] Regular Interest], the Uncertificated
Lower-Tier Interest that has an alphabetic or alphanumeric designation that,
with the deletion of "L," is the same as the alphabetic or alphanumeric, as
applicable, designation for such Class of Sequential Pay Certificates [(provided
that (i) the Class [LA-1-1], Class [LA-1-2] and Class [LA-1-3] Lower-Tier
Interests shall each be a Corresponding Uncertificated Lower-Tier Interest with
respect to the Class [A-1] Certificates, (ii) the Class [LA-2FX-1], Class
[LA-2FX-2] and Class [LA-2FX-3] Lower-Tier Interests shall each be a
Corresponding Uncertificated Lower-Tier Interest with respect to the Class
[A-2FX] Certificates, (iii) the Class [LA-2FL-1], Class [LA-2FL-2] and Class
[LA-2FL-3] Lower-Tier Interests shall each be a Corresponding Uncertificated
Lower-Tier Interest with respect to the Class [A-2FL] Regular Interest, (iv) the
Class [LA-1-A-1], Class [LA-1-A-2], Class [LA-1-A-3], Class [LA-1-A-4], Class
[LA-1-A-5], Class [LA-1-A-6], Class [LA-1-A-7] and Class [LA-1-A-8] Lower-Tier
Interests shall be the Corresponding Uncertificated Lower-Tier Interests with
respect to the Class [A-1-A] Certificates, (v) the Class [LC-1] and Class [LC-2]
Lower-Tier Interests shall each be a Corresponding Uncertificated Lower-Tier
Interest with respect to the Class [C] Certificates, (vi) the Class [LD]
Lower-Tier Interest shall be the Corresponding Uncertificated Lower-Tier
Interest with respect to the Class [D] Certificates (vii) the Class [LE-1] and
Class [LE-2] Lower-Tier Interests shall each be a Corresponding Uncertificated
Lower-Tier Interest with respect to the Class E Certificates), (viii) the Class
[LF-1] and Class [LF-2] Lower-Tier Interests shall each be a Corresponding
Uncertificated Lower-Tier Interest with respect to the Class [F] Certificates),
(ix) the Class [LG] Lower-Tier Interests shall be the Corresponding
Uncertificated Lower-Tier Interest with respect to the Class [G] Certificates)];
(x) the Class [LH-1] and Class [LH-2] Lower-Tier Interests shall each be a
Corresponding Uncertificated Lower-Tier Interest with respect to the Class H
Certificates)] and (xi) the Class [LJ-1] and Class [LJ-2] Lower-Tier Interests
shall each be a Corresponding Uncertificated Lower-Tier Interest with respect to
the Class [J] Certificates)] (b) any Class [A-SP] Component, the Uncertificated
Lower-Tier Interest that has an alphabetic or alphanumeric designation that,
with the replacement of "L" with "[A-SP-]" at the beginning of such designation,
is the same as the alphabetic or alphanumeric, as applicable, designation for
such Class [A-SP] Component; and (c) any Class [A-X] Component, the
Uncertificated Lower-Tier Interest that has an alphabetic or alphanumeric
designation that, with the replacement of "L" with ["A-X-"] at the beginning of
such designation, is the same as the alphabetic or alphanumeric, as applicable,
designation for such Class [A-X] Component.

            "Crossed Group": Any group of Loans that is cross-defaulted and
cross-collateralized with each other.

            "Crossed Loan": Any Loan which is cross-defaulted and
cross-collateralized with any other Loan.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all related Crossed Loans remaining in the Trust Fund for the four
calendar quarters immediately preceding the repurchase or substitution is not
less than the greater of (a) the Debt Service Coverage Ratio for all such
related Crossed Loans, together with the affected Crossed Loan, for the four
calendar quarters immediately preceding the repurchase or substitution and (b)
1.25x, (ii) the Loan-to-Value Ratio for any related Crossed Loans remaining in
the Trust Fund determined at the time of repurchase or substitution based upon
an Appraisal obtained by the Special Servicer at the expense of the related
Responsible Party is not greater than the least of (a) the Loan-to-Value Ratio
for all such related Crossed Loans, together with the affected Crossed Loan, as
set forth in the tables on Exhibit A-1 to the Prospectus Supplement, (b) the
Loan-to-Value Ratio for all such related Crossed Loans, together with the
affected Crossed Loan, determined at the time of repurchase or substitution
based upon an Appraisal obtained by the Special Servicer at the expense of the
related Responsible Party and (c) 75%, and (iii) the Trustee receives an Opinion
of Counsel (at the expense of the related Responsible Party) to the effect that
such repurchase or

                                      -33-
<PAGE>

substitution will not result in the imposition of a tax on the Trust Fund or its
assets, income or gain, cause the remaining Crossed Loans to have been
significantly modified under the REMIC Provisions or cause any Trust REMIC to
fail to qualify as a REMIC for federal or applicable state tax purposes at any
time that any of the Certificates are outstanding.

            "CSFB Loans": The mortgage loans transferred to the Depositor
pursuant to the CSFB Mortgage Loan Purchase Agreement[s] and identified on
Schedule II thereto, together with any mortgage loans substituted in replacement
thereof pursuant to the CSFB Mortgage Loan Purchase Agreement[s].

            "CSFB Mortgage Loan Purchase Agreement[s]": The agreement between
the Depositor as purchaser and the CSFB Mortgage Loan Seller[s] as seller, dated
as of [__], relating to the transfer of all of the CSFB Mortgage Loan
Seller[s]'s right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

            "CSFB Mortgage Loan Seller[s]": Column Financial, Inc., a Delaware
corporation, and its successors in interest.

            "Cure Event": The exercise by any Junior Loan Holder or any [CBA B]
Loan Holder of the cure rights set forth in the related Intercreditor Agreement
whether for one month, or for consecutive months in the aggregate.

            "Cure Payments": With respect to any Loan Combination, as to which
the related Intercreditor Agreement provides that a Junior Loan Holder shall be
entitled to cure a default under the related Loan, the payment that such Junior
Loan Holder makes to the Master Servicer or the Special Servicer, as applicable,
which payments shall consist (without duplication) of all actual costs,
expenses, losses, obligations, damages, penalties, and disbursements imposed on
or incurred (whether or not yet paid) by the Master Servicer or the Special
Servicer (including, without limitation, all unreimbursed Advances (without
regard to whether such Advance would be a Nonrecoverable Advance) and any
interest accrued thereon, Default Interest and any servicing compensation
incurred with respect to the related Loan) during the period of time from the
expiration of the grace period under such Loan until such Cure Payment is made
or such other cure is otherwise effected.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Loans in [__], except that in the case of certain of the Mortgage
Loans that have their first Due Date in [__], those Mortgage Loans will be
considered part of the Trust Fund on the equivalent day of the month in [__] had
their first Due Date been in [__].

            "Cut-off Date Principal Balance": With respect to any Loan or Junior
Loan, the outstanding principal balance of such Loan or Junior 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 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 Loan (in the
case of any Serviced Loan Combination, without regard to debt service due under
the related Junior Loan(s)) during such period.

            "Default Interest": With respect to any Loan or Junior Loan (or any
successor REO Loan with respect to either of the foregoing), any amounts
collected thereon, other than late payment charges or prepayment consideration,
that represent interest in excess of interest accrued on the principal balance
of

                                      -34-
<PAGE>

such Loan or Junior Loan (or such successor REO Loan) at the related Mortgage
Rate, such excess interest arising out of a default thereunder.

            "Defaulted Loan": A Loan that is at least [60] days delinquent in
respect of its Monthly Payments, or that is delinquent in respect of its Balloon
Payment, if any, in each case without giving effect to any grace period
permitted by the related Mortgage or Note or a Loan as to which any non-monetary
event of default occurs that results in the Loan becoming a Specially Serviced
Loan; provided, however, that no Monthly Payment (other than a Balloon Payment)
shall be deemed delinquent if less than ten dollars of all amounts due and
payable on such Loan has not been received.

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

            "Defeasance Collateral": As defined in Section 3.08.

            "Defeasance Loan": As defined in Section 3.08.

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

            "Deficient Valuation": With respect to any Loan (other than any Loan
that constitutes part of a Loan Combination) or any Loan Combination, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then outstanding principal balance of such Loan or
such Loan Combination, as the case may be, which valuation results from a
proceeding initiated under the Bankruptcy Code.

            "Definitive Certificate": A Certificate issued in registered,
definitive physical form.

            "Depositor": Credit Suisse First Boston Mortgage Securities Corp., 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.

            "Determination Date": With respect to any Distribution Date, the
close of business on the [_] day of the month in which such Distribution Date
occurs, or if such [_] day is not a Business Day, the Business Day immediately
following such [_] day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by the holders or beneficial owners of more than 50%
of the Percentage Interests in the Controlling Class, by Certificate Principal
Balance, as certified by the Trustee from time to time, and as shall be
evidenced by notice delivered by the Directing Certificateholder to the parties
hereto and the prior Directing Certificateholder, if any; provided, however,
that until a Directing Certificateholder is so selected or after receipt of a
notice from the Holders of more than 50% of the Percentage Interests in the
Controlling Class that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that beneficially owns the largest
aggregate Certificate Principal Balance of the Controlling Class shall be

                                      -35-
<PAGE>

the Directing Certificateholder. The initial Directing Certificateholder will be
[___]. No appointment of any Person as a Directing Certificateholder shall be
effective until such Person provides the Trustee, the Master Servicer and the
Special Servicer with written confirmation of its acceptance of such
appointment, an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers). If no Person is appointed a Directing
Certificateholder, the Master Servicer, the Special Servicer and the Trustee
shall not be required to recognize the Controlling Class Certificateholder that
beneficially owns the largest aggregate Certificate Principal Balance of the
Controlling Class as the Directing Certificateholder until such Controlling
Class Certificateholder provides an address and telecopy number for the delivery
of notices and other correspondence and a list of officers or employees of such
Person with whom the parties to this Agreement may deal (including their names,
titles, work addresses and telecopy numbers).

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not (within the meaning
of Treasury regulations section 1.512(b)-1(c)(5)) customarily provided to
tenants in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer 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 Master Servicer 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 (of the type that
would be deductible under Section 162 of the Code) or capital expenditures with
respect to such REO Property.

            "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
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, 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)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (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 Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause the Lower-Tier REMIC or the
Upper-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 Class R 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.

            "Distribution Account": The account, accounts or, subject to Section
3.04(j), sub-accounts created and maintained by the Trustee, pursuant to Section
3.04(b), in trust for the Certificateholders, which, subject to Section 3.04(j),
shall be entitled "[Name of Trustee] [or name of any successor Trustee], as
Trustee, for the benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 200_-__,
Distribution Account." Any such account or sub-account shall be an Eligible
Account or, subject to Section 3.04(j), a sub-account of an Eligible Account.

                                      -36-
<PAGE>

            "Distribution Date": With respect to any month, the fourth Business
Day after the Determination Date of such month, commencing in [__].

            "Due Date": With respect to (i) any Loan or Junior Loan, on or prior
to its Maturity Date, the day of the month set forth in the related Note on
which each Monthly Payment thereon is scheduled to be first due (without giving
effect to any grace period with respect to late Monthly Payments), (ii) any Loan
or Junior Loan, after the Maturity Date therefor, the day of the month set forth
in the related Note on which each Monthly Payment on such Loan or Junior Loan
had been scheduled to be first due (without giving effect to any grace period)
and (iii) any REO Loan, the day of the month set forth in the related Note on
which each Monthly Payment on the related Loan or Junior Loan, as applicable,
had been scheduled to be first due (without giving effect to any grace period).

            "Due Period": With respect to each Distribution Date, the period
commencing immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs (or, in the case of
the initial Distribution Date, commencing as of the Closing Date) and ending on
and including the Determination Date in the calendar month in which such
Distribution Date occurs.

            "EDGAR" The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in
electronic format.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee) the long-term unsecured debt obligations of which are
rated at least "___" by [__] (or "__" if the short-term debt obligations thereof
have a short-term rating of not less than "__" by [__]) and "__" by [__], 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 "___" by
[__] and "___" by [__], if the deposits are to be held in such account for 30
days or less, 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 (as applicable), 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] or in the case of [__], the long-term
unsecured debt obligations of such depository institution or trust company are
rated at least "___," 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), (iii) an account or accounts maintained with [__] so
long as [__] (1) shall have a long-term unsecured debt rating of at least "__"
and a short-term rating of at least "__" from [__] and (2) has the appropriate
rating from [__] specified in clause (i) above, (iv) an account or accounts
maintained with [__] so long as [__] (1) shall have a long-term unsecured debt
rating of at least "__" and a short-term rating of at least "__" from [__] and
(2) has the appropriate rating from [__] specified in clause (i) above or (v)
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 (as applicable), downgraded or withdrawn by reason thereof.
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.

            "Environmental Assessment": A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

                                      -37-
<PAGE>

            "Environmental Insurance Policy": With respect to any Loan, any
insurance policy covering Insured Environmental Events that is maintained from
time to time in respect of such Loan or the related Mortgaged Property.

            "Environmental Insurer": The provider of insurance pursuant to any
Environmental Insurance Policy.

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

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

            "Euroclear": The Euroclear System.

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

            "Excess Interest": With respect to each of the ARD Loans or any
successor REO Loan with respect thereto, interest accrued on such ARD Loan or
REO Loan, as the case may be, and allocable to the Excess Rate. The Excess
Interest is an asset of the Trust Fund, but shall not be an asset of any Trust
REMIC.

            "Excess Interest Distribution Account": The trust account, accounts
or, subject to Section 3.04(j), sub-account created and maintained by the
Trustee, pursuant to Section 3.04(e), in trust for the Certificateholders,
which, subject to Section 3.04(j), shall be entitled "[Name of Trustee] [or name
of any successor Trustee], as Trustee, in trust for Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 200_-__, Excess Interest Distribution Account" and which
shall be an Eligible Account or, subject to Section 3.04(j), a sub-account of an
Eligible Account. The Excess Interest Distribution Account shall not be an asset
of any Trust REMIC.

            "Excess Liquidation Proceeds": The excess, if any, of (a) the
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Loan
or REO Property, net of (i) interest on any related Advances and (ii) any
related Servicing Advances, over (b) the amount needed to pay off in full such
Loan (or if such amount relates to a Loan Combination, the amount needed to pay
off such Loan Combination) or the related REO Loan(s) and all amounts due with
respect thereto.

            "Excess Liquidation Proceeds Account": The trust account, accounts
or, subject to Section 3.04(j), sub-account created and maintained by the
Trustee, pursuant to Section 3.04(f), in trust for the Certificateholders,
which, subject to Section 3.04(j), shall be entitled "[Name of Trustee] [or name
of any successor Trustee], as Trustee, in trust for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 200_-__." The Excess Liquidation Proceeds
Account shall be an asset of the Lower-Tier REMIC. Any such account or, subject
to Section 3.04(j), sub-account shall be an Eligible Account.

            "Excess Rate": With respect to each ARD Loan (and each REO Loan that
relates to an ARD Loan) after the related Anticipated Repayment Date, the excess
of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each
as initially set forth in the Mortgage Loan Schedule.

                                      -38-
<PAGE>

            "Excess Servicing Strip": With respect to any Loan or any successor
REO Loan with respect thereto, the portion of the related Master Servicing Fee
calculated at an annual rate equal to the excess, if any, of the related Master
Servicing Fee Rate over [__]% ([_] basis points) per annum, subject to reduction
by the Trustee pursuant to Section 3.11(a).

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

            "Exchange Act Report": The monthly Statement to Certificateholders
to be filed with the Commission, under cover of the related form required by the
Exchange Act.

            "Exemption Favored Party": Any of (i) Credit Suisse First Boston
LLC, (ii) any Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Credit Suisse First
Boston LLC, and (iii) any member of any underwriting syndicate or selling group
of which any Person described in clauses (i) and (ii) is a manager or co-manager
with respect to a Class of Certificates (other than the Class R and Class V
Certificates) that is investment grade rated by at least one Rating Agency.

            "Fair Value": As defined in Section 3.18(b).

            "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 Loan or Junior Loan that constitutes a Defaulted
Loan or any REO Property 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 reasonable good faith 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.

            ["Floating Rate Account": The account, accounts or, subject to
Section 3.04(j), sub-accounts created and maintained by the Trustee, pursuant to
Section 3.04(c), in trust for the Class [A-2FL] Certificateholders, which,
subject to Section 3.04(j), shall be entitled "[Name of Trustee] [or name of any
successor Trustee], as Trustee, for the benefit of Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 200_-__, Class [A-2FL], Floating Rate Account." Any such
account or sub-account shall be an Eligible Account or, subject to Section
3.04(j), a sub-account of an Eligible Account.]

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

            "GAAP": Generally Accepted Accounting Principles in the United
States.

            "Global Certificate": With respect to any Class of Non-Registered
Certificates, any related Regulation S Global Certificate or Rule 144A Global
Certificate.

            "Grantor Trust": The grantor trust as defined under Subpart E of
Part 1 of Subchapter J of the Code created hereunder.

            ["Group 1 Loan": Any Loan identified on the Mortgage Loan Schedule
as belonging to Loan Group No. 1, together with any other Loan that is
substituted in replacement thereof pursuant to or as contemplated by the related
Mortgage Loan Purchase Agreement.

                                      -39-
<PAGE>

            "Group 2 Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Loan Group No. 2, together with any other Loan that is substituted
in replacement thereof pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement.]

            "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 that (i) is in fact independent of the Depositor, each Junior Loan
Holder, the Master Servicer, the Special Servicer, the Trustee 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 Depositor, any Junior
Loan Holder, the Master Servicer, any Special Servicer or any Affiliate thereof
and (iii) is not connected with the Depositor, any Junior Loan Holder, the
Master Servicer, any Special Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, any Junior Loan Holder, the Master Servicer, any
Special Servicer, the Trustee or any Affiliate thereof merely because such
Person is the beneficial owner of 1.0% or less of any class of debt or equity
securities issued by the Depositor, such Junior Loan Holder, the Master
Servicer, the Special Servicer, the Trustee or any Affiliate thereof, as the
case may be, provided that such ownership constitutes less than 1.0% of the
total assets of such Person.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership 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 Master Servicer or the Trust, delivered to the
Trustee and the Master Servicer), so long as the Trust Fund does not receive or
derive any income from such Person and provided that the relationship between
such Person and the Trust Fund is at arm's length, all within the meaning of
Treasury regulations section 1.856-4(b)(5) (except that neither the Master
Servicer nor the Special Servicer shall be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
(at the expense of the party seeking to be deemed an Independent Contractor) has
been delivered to the Trustee to that effect or (ii) any other Person (including
the Master Servicer and the Special Servicer) upon receipt by the Trustee and
the Master Servicer of an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor), to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property (provided that such income would otherwise
so qualify).

            "Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the time of such
appointment, at any time after appointment, or at any time in the preceding five
years, (i) a direct or indirect legal or beneficial owner in such entity or any
of its affiliates, (ii) a creditor, supplier, employee, officer, director,
manager or contractor of such

                                      -40-
<PAGE>

entity or any of its affiliates, (iii) a person who controls such entity or any
of its affiliates, or (iv) a member of the immediate family of a person defined
in (i), (ii) or (iii) above.

            "Initial Purchaser": [Credit Suisse First Boston LLC], as initial
purchaser of the Non-Registered Certificates.

            "Initial Resolution Period": As defined in Section 2.03(b).

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

            "Institutional Lender/Owner": One or more of the following: (i) a
bank, saving and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, government entity or
plan, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act,
which is regularly engaged in the business of making or owning mezzanine loans
of similar types to the mezzanine loan in the question, (iii) a trustee in
connection with a securitization of the mezzanine loan, so long as such trustee
or the servicer therefor is an entity that otherwise would be an Institutional
Lender/Owner, (iv) an institution substantially similar to any of the foregoing,
in each case of clauses (i), (ii), (iii) or (iv) of this definition, which (A)
has total assets (in name or under management) in excess of $600,000,000 and
(except with respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder's equity of $200,000,000 and (B) is
regularly engaged in the business of making or owning commercial loans or (v) an
entity Controlled (as defined below) by the Underwriters or any of the entities
described in clause (i) above. For purposes of this definition only, "Control"
means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity and the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the
ability to exercise voting power, by contract or otherwise ("Controlled" has the
meaning correlative thereto). The Special Servicer shall obtain from the
proposed transferee, and shall be entitled to rely on, (i) an officer's
certificate of a proposed transferee that such transferee satisfies the
requirements of this definition and (ii) in the case of any proposed transferee
that is an entity described in and meeting the criteria in clauses (i)-(iv) of
the immediately preceding sentence, the most recent financial statements of such
transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection) 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 Borrower, in either case, in accordance with the Servicing
Standard.

            "Insurance Policy": With respect to any Loan or Junior Loan (or any
Mortgaged Property that secures a Loan or Junior Loan) or any REO Property
acquired in respect of any Loan or Junior Loan, any hazard insurance policy,
flood insurance policy, title insurance policy, earthquake insurance policy,
environmental insurance policy, business interruption insurance policy or other
insurance policy that is maintained from time to time in respect of such Loan or
Junior Loan (or the related Mortgaged Property) or such REO Property, as the
case may be.

            "Insured Environmental Event": As defined in Section 3.07.

            ["Intercreditor Agreement": Any CBA Intercreditor Agreement.]

                                      -41-
<PAGE>

            "Interest Accrual Period": With respect to any Class of Regular
Certificates [(other than the Class [A-2FL] Certificates), the Class [A-2FL
Regular Interest]] or any Uncertificated Lower-Tier Interest and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs. With respect to the Class [A-2FL] Certificates for any
Distribution Date will be the period from and including the Distribution Date in
the month preceding the month in which the related Distribution Date occurs (or,
in the case of the first Distribution Date, from and including the Closing Date)
to, but excluding, the related Distribution Date[; except that, if the Swap
Agreement is terminated and not replaced or if there exists a continuing payment
default by the Swap Counterparty under the Swap Agreement, then the Interest
Accrual Period with respect to the Class [A-2FL] Certificates for any
Distribution Date will be the same as the Interest Accrual Period for the Class
[A-2FL] Regular Interest.] Each Interest Accrual Period with respect to any
Class of Regular Certificates [(other than the Class [A-2FL] Certificates), the
Class [A-2FL] Regular Interest] or any Uncertificated Lower-Tier Interest shall
be deemed for purposes of this definition to consist of 30 days. [Each Interest
Accrual Period with respect to the Class [A-2FL] Certificates shall be based
upon the actual number of days in the related Interest Accrual Period; except
that, if the Swap Agreement is terminated and not replaced or if there exists a
continuing payment default by the Swap Counterparty under the Swap Agreement,
then any Interest Accrual Period with respect to the Class [A-2FL] Certificates
will also be deemed to consist of 30 days.]

            "Interest-Only Certificates": Collectively, the Class [A-X] and
Class [A-SP] Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(j), sub-accounts created and maintained by the Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject to Section
3.04(j), shall be entitled "[Name of Trustee] [or name of any successor
Trustee], as Trustee, in trust for the registered holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 200_-__, Interest Reserve Account," and which shall be an Eligible
Account or, subject to Section 3.04(j), a sub-account of an Eligible Account.

            "Interest Reserve Loan": Any Loan that accrues interest on an
Actual/360 Basis (or any successor REO Loan with respect thereto).

            "Interest Shortfall Amount": As to any Distribution Date [and the
Class [A-2FL] Regular Interest] [and][or] any Class of Regular Certificates, the
amount, if any, by which the amount distributed on such Class on such
Distribution Date in respect of interest is less than the related Optimal
Interest Distribution Amount.

            "Interested Person": The Depositor, the Master 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).

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

            "Junior Loans": The [CBA B Loans], which is subordinate in right of
payment to the related A Loan.

            "Junior Loan Custodial Account": Each of the custodial accounts or,
subject to Section 3.04(j), sub-accounts (none of which are included in the
Trust Fund) created and maintained by the Master Servicer pursuant to Section
3.04 on behalf of the respective Junior Loan Holders. Each Junior

                                      -42-
<PAGE>

Loan Custodial Account shall be maintained as an Eligible Account or, subject to
Section 3.04(j), a sub-account of an Eligible Account.

            "Junior Loan Holder": Any holder of a Junior Loan or any successor
REO Loan with respect thereto.

            "Late Collections": With respect to any Loan or Junior Loan, all
amounts (except Penalty Charges) received thereon during any Due 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 Loan or Junior 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 received. With respect to any REO Loan, all amounts
(except Penalty Charges) received in connection with the related REO Property
during any Due 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 Loan or predecessor Junior Loan, as the case may be
(without regard to any acceleration of amounts due under the predecessor Loan
(or predecessor Junior Loan, as the case may be), by reason of default) on a Due
Date in a previous Due Period and not previously received.

            ["LIBOR": With respect to the Class [A-2FL] Certificates, the
meaning given such term in the Swap Agreement.]

            "Liquidation Event": With respect to any Loan or REO Property, any
of the following events: (i) payment in full of such Loan; (ii) the making of a
Final Recovery Determination with respect to such Loan or REO Property; (iii)
the repurchase or replacement of such Loan by or on behalf of the related
Responsible Party pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement[s]; (iv) the purchase of such Loan or REO Property by the Directing
Certificateholder or the Special Servicer or any assignee or Affiliate of either
of the foregoing pursuant to Section 3.18; (v) in the case of any Loan
Combination for which the related Intercreditor Agreement so provides, the
purchase of the related [A] Loan by a related Junior Loan Holder; (vi) the
purchase of such Loan by a related mezzanine lender pursuant to the terms of any
related intercreditor agreement; (vii) the sale or other liquidation of such REO
Property hereunder; or (viii) the purchase of such Loan or REO Property by the
Holders of more than 50% of the Percentage Interests in the Controlling Class,
the Special Servicer or the Master Servicer pursuant to Section 9.01.

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Borrower 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 Loan or REO Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii) (so long as the
Directing Certificateholder (rather than its assignee) or the Special Servicer
(rather than its assignee) effects such purchase), (iv) (so long as such
repurchase occurs within the applicable cure period set forth in the related
Mortgage Loan Purchase Agreement[s], as extended), (v) (so long as such
repurchase occurs within 90 days from the date when the related Loan has become
a Specially Serviced Loan and notice thereof has been delivered to the related
Junior Loan Holder that is entitled to purchase the related A Loan), or (vii) of
the definition of Liquidation Proceeds or, in connection with the purchase of a
Specially Serviced Loan by the Special Servicer or the actual purchase of a Loan
by a mezzanine lender pursuant to the terms of any related intercreditor
agreement (so long as such repurchase occurs within 90 days from the date when
the related Loan has become a Specially Serviced Loan).

                                      -43-
<PAGE>

            "Liquidation Fee Rate": As defined in Section 3.11.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) actually received by the Trust, net of
expenses, in connection with: (i) the liquidation of a Mortgaged Property or
other collateral constituting security for a Defaulted Loan or Loan Combination
(including in the case of any Loan Combination, the default of the related Loan
or Junior Loan, as applicable, collectively), through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Borrower; (ii) the realization upon any
deficiency judgment obtained against a Borrower; (iii) the purchase of a
Defaulted Loan by the Directing Certificateholder or the Special Servicer or any
assignee or Affiliate of either of the foregoing pursuant to Section 3.18; (iv)
the repurchase of a Loan by or on behalf of the related Responsible Party
pursuant to Section 7 of the related Mortgage Loan Purchase Agreement[s]; (v) in
the case of any Loan Combination for which the related Intercreditor Agreement
so provides, the purchase of the related A Loan by any related Junior Loan
Holder; (vi) the purchase of any Loan or Loan Combination by a related mezzanine
lender; or (vii) the purchase of all Loans by Holders of more than 50% of the
Percentage Interests in the Controlling Class, the Special Servicer or the
Master Servicer pursuant to Section 9.01.

            "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,
including any Loan that becomes a Specially Serviced Loan, which does not
include any Junior Loan. As used herein, the term "Loan" includes the related
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.

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

            "Loan Combination": With respect to any A Loan, such A Loan and the
related Junior Loan(s), collectively.

            "Loan Documents": With respect to each Loan, Junior Loan, to the
extent applicable, the Loan Agreement, the Mortgage, the Note, the Assignment of
Leases (if separate from the Mortgage), the Security Agreement, any cash
management agreement, any ground lease, any letters of credit, escrow or reserve
account information relating to the Additional Collateral Loans, any UCC
Financing Statements, the title insurance policy, all surveys, all insurance
policies, any environmental liability agreements, any escrow agreements for
improvements or lease-up, any guaranties related to such Loan, Junior Loan, any
prior assignments of mortgage in the event that the originator is not the
originator of record, any collateral assignments of property management
agreements and other services agreements required by the applicable commitment
and other loan documents, any preferred equity and mezzanine loan documents and
all modification, consolidation and extension agreements, if any.

            ["Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.]

            ["Loan Group No. 1": Collectively, all of the Loans that are Group 1
Loans and any successor REO Loans with respect thereto.]

            ["Loan Group No. 2": Collectively, all of the Loans that are Group 2
Loans and any successor REO Loans with respect thereto.]

            "Loan-to-Value Ratio": With respect to any Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the principal balance of such Loan (or, in

                                      -44-
<PAGE>

the case of each Serviced Loan Combination, of such Serviced Loan Combination
(exclusive of any related Junior Loan(s)) at the time of determination, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Loan to receive
revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal
income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with the terms and provisions of the
related Loan and Section 3.06, which Person (and not the Trust) may be taxed on
all reinvestment income or gain thereon. The Master Servicer shall be permitted
to make withdrawals therefrom for deposit into the related Cash Collateral
Accounts.

            "Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the applicable Mortgage Loan Originator or the
applicable Mortgage Loan Seller[s] and the related Borrower, pursuant to which
the related Lock-Box Account may have been established.

            "Lower-Tier Principal Amount": With respect to any Uncertificated
Lower-Tier Interest, as of any date of determination, a principal amount equal
to the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier
Interest as specified in the Preliminary Statement hereto, as such principal
amount may be permanently reduced (to not less than zero) on each Distribution
Date coinciding with or preceding such date of determination by (i) any deemed
distributions of principal with respect to such Uncertificated Lower-Tier
Interest on the subject Distribution Date pursuant to Section 4.01 and (ii) any
Collateral Support Deficit allocated to such Uncertificated Lower-Tier Interest
on the subject Distribution Date pursuant to Section 4.04.

            "Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Loans (exclusive of any [Broker Strip
Interest and] Excess Interest thereon), any REO Property with respect thereto
(exclusive of any interest therein that a Junior Loan Holder may have), such
amounts (exclusive of any [Broker Strip Interest and] Excess Interest) as shall
from time to time be held in the Collection Account, the Interest Reserve
Account, an REO Account (exclusive of any such amounts that are allocable to a
Junior Loan), if any, and the Distribution Account, and except as otherwise
provided in this Agreement, all other property included in the Trust Fund that
is not in the Upper-Tier REMIC or designated as a grantor trust asset in the
Preliminary Statement hereto.

            "Lower-Tier Remittance Rate": With respect to any Uncertificated
Lower-Tier Interest, for any Distribution Date, the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "MAI": Member of the Appraisal Institute.

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

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

            "Master Servicer": [_______], or any successor master servicer
appointed as provided herein.

                                      -45-
<PAGE>

            "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day preceding such Distribution Date, commencing in [__].

            "Master Servicing Fee": With respect to each Loan (and any successor
REO Loan with respect thereto), the fee payable to the Master Servicer pursuant
to the first paragraph of Section 3.11(a), computed on the same basis and in the
same manner as interest is computed on the related Loan. For the avoidance of
doubt, the parties acknowledge that a Master Servicer Fee shall not accrue or be
payable with respect to any Junior Loan (or any successor REO Loan with respect
thereto).

            "Master Servicing Fee Rate": With respect to the Master Servicer and
each Loan, Specially Serviced Loan, and REO Loan, a rate equal to [__]% ([___]
basis point) per annum computed on the same basis and in the same manner as
interest is computed on the related Loan.

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

            "Material Document Defect": As defined in Section 2.03(b).

            "Maturity Date": With respect to any Loan or Junior Loan, as of any
date of determination, the date on which the last payment of principal is due
and payable under the related 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 Loan or Junior Loan by
reason of default thereunder, (ii) any grace period permitted by the related
Note or (iii) any modification, waiver or amendment of such Loan or Junior Loan
granted or agreed to by the Master Servicer or the Special Servicer pursuant to
Section 3.20 occurring prior to such date of determination.

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt," a
"Mezzanine Loan" or "Future Mezzanine Debt" as identified in Exhibit C-2 hereto.

            "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

            "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
Holder or obligee thereof.

            "Monthly Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates [and the Class [A-2FL] Regular Interest],
an amount of interest equal to (a) the Accrued Certificate Interest Amount for
such Class for such Distribution Date, reduced (to not less than zero) by (b)
that portion, if any, of the Uncovered Prepayment Interest Shortfall Amount, if
any, for such Distribution Date that is allocable to such Class pursuant to
Section 4.05(a). As to any Distribution Date and any Uncertificated Lower-Tier
Interest, an amount of interest equal to (a) the Uncertificated Accrued Interest
Amount for such Uncertificated Lower-Tier Interest for such Distribution Date,
reduced (to not less than zero) by (b) that portion, if any, of the Uncovered
Prepayment Interest Shortfall Amount, if any, for such Distribution Date that is
allocable to such Uncertificated Lower-Tier Interest pursuant to Section
4.05(b). As to any Distribution Date and any Component of the [Class A-X] or
Class [A-SP] Certificates, an amount of interest equal to (a) the Accrued
Component Interest Amount for such Component for such Distribution Date, reduced
(to not less than zero) by (b) that portion, if any, of the Uncovered Prepayment
Interest Shortfall Amount, if any, for such Distribution Date that is allocable
to such Component pursuant to Section 4.05(a).

                                      -46-
<PAGE>

            "Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal, if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which is payable
by the related Borrower on such Due Date under the related Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment of such Loan granted or agreed to by the Master Servicer or the
Special Servicer pursuant to Section 3.20), without regard to any acceleration
of principal of such Loan by reason of a default thereunder. With respect to an
REO Loan, the monthly payment that would otherwise have been payable on the
related Due Date had the related Note not been discharged, determined as set
forth in the preceding sentence and on the assumption that all other amounts, if
any, due thereunder are paid when due.

            ["Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of
Moody's, be deemed to refer to such applicable rating category of Moody's,
without regard to any plus or minus or other comparable rating qualification.]

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

            "Mortgage File": With respect to any Loan, the following documents
on a collective basis:

                  (i) the original Note (or a lost note affidavit with a
            customary indemnification provision), bearing, or accompanied by,
            all prior and intervening endorsements or assignments showing a
            complete chain of endorsement or assignment from the applicable
            Mortgage Loan Originator either in blank or to the applicable
            Mortgage Loan Seller[s], and further endorsed (at the direction of
            the Depositor given pursuant to the related Mortgage Loan Purchase
            Agreement[s]) by the applicable Mortgage Loan Seller[s], on its face
            or by allonge attached thereto, without recourse, either in blank or
            to the order of the Trustee in the following form: "Pay to the order
            of [Trustee], as trustee for the registered Holders of Credit
            Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
            Pass-Through Certificates, Series 200_-__, without recourse,
            representation or warranty, express or implied";

                  (ii) a duplicate original Mortgage or a counterpart thereof,
            or if such Mortgage has been returned by the related recording
            office, (A) an original, (B) a certified copy or (C) a copy thereof
            from the applicable recording office, and originals or counterparts
            (or originals, certified copies or copies from the applicable
            recording office) of any intervening assignments thereof from the
            related Mortgage Loan Originator to the applicable Mortgage Loan
            Seller[s], in each case in the form submitted for recording or, if
            recorded, with evidence of recording indicated thereon;

                  (iii) an original assignment of the Mortgage, in recordable
            form (except for any missing recording information and, if
            applicable, completion of the name of the assignee), from the
            applicable Mortgage Loan Seller[s] (or the applicable Mortgage Loan
            Originator) either in blank or to "[Trustee], as trustee for the

                                      -47-
<PAGE>

            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            200_-__";

                  (iv) an original, counterpart or copy of any related
            Assignment of Leases (if such item is a document separate from the
            Mortgage) and the originals, counterparts or copies of any
            intervening assignments thereof from the applicable Mortgage Loan
            Originator of the Loan to the applicable Mortgage Loan Seller[s], in
            each case in the form submitted for recording or, if recorded, 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 (except for any missing recording information and,
            if applicable, completion of the name of the assignee), from the
            applicable Mortgage Loan Seller[s] (or the applicable Mortgage Loan
            Originator), either in blank or to "[Trustee], as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            200_-__," which assignment may be included as part of an omnibus
            assignment covering other documents relating to the Loan (provided
            that such omnibus assignment is effective and in recordable form
            under applicable law);

                  (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 from the
            applicable Mortgage Loan Originator to the applicable Mortgage Loan
            Seller[s];

                  (vii) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage), from the
            applicable Mortgage Loan Seller[s] (or the applicable Mortgage Loan
            Originator), either in blank or to "[Trustee], as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            200_-__," which assignment may be included as part of an omnibus
            assignment covering other documents relating to the Loan (provided
            that such omnibus assignment is effective under applicable law);

                  (viii) originals or copies of all (A) assumption agreements,
            (B) modifications, (C) written assurance agreements and (D)
            substitution agreements, together with any evidence of recording
            thereon or in the form submitted for recording, in those instances
            where the terms or provisions of the Mortgage, Note or any related
            security document have been modified or the Loan has been assumed;

                  (ix) the original lender's title insurance policy or a copy
            thereof (together with all endorsements or riders that were issued
            with or subsequent to the issuance of such policy), or if the policy
            has not yet been issued, the original or a copy of a binding written
            commitment (which may be a pro forma or specimen title insurance
            policy which has been accepted or approved in writing by the related
            title insurance company or interim binder that is marked as binding
            and countersigned by the title company), insuring the priority of
            the Mortgage as a first lien on the related Mortgaged Property,
            relating to such Loan;

                  (x) the original or a counterpart of any guaranty of the
            obligations of the Borrower under the Loan;

                                      -48-
<PAGE>

                  (xi) UCC acknowledgement, certified or other copies of all UCC
            Financing Statements and continuation statements which show the
            filing or recording thereof (including the filing number or other
            similar filing information) or, alternatively, other evidence of
            filing or recording (including the filing number or other similar
            filing information) acceptable to the Trustee (including, without
            limitation, evidence of such filed or recorded UCC Financing
            Statement as shown on a written UCC search report from a reputable
            search firm, such as CSC/LexisNexis Document Solutions, Corporation
            Service Company, CT Corporation System and the like or printouts of
            on-line confirmations from such UCC filing or recording offices or
            authorized agents thereof) sufficient to perfect (and maintain the
            perfection of) the security interest held by the related Mortgage
            Loan Originator (and each assignee of record prior to the Trustee)
            in and to the personalty of the Borrower at the related Mortgaged
            Property, and original UCC Financing Statement assignments, in a
            form suitable for filing or recording, sufficient to assign each
            such UCC Financing Statement to the Trustee;

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

                  (xiii) with respect to any debt of a Borrower or mezzanine
            borrower permitted under the related Loan, an original or copy of a
            subordination agreement, standstill agreement or other
            intercreditor, co-lender or similar agreement relating to such other
            debt, if any, including any mezzanine loan documents or preferred
            equity documents, and a copy of the Note relating to such other debt
            (if such other debt is also secured by the related Mortgage);

                  (xiv) with respect to any Cash Collateral Accounts and
            Lock-Box Accounts, an original or copy of any related account
            control agreement;

                  (xv) an original or copy of any related Loan Agreement (if
            separate from the related Mortgage), and an original or copy of any
            related Lock-Box Agreement or Cash Collateral Account Agreement (if
            separate from the related Mortgage and Loan Agreement);

                  (xvi) the originals of letters of credit, if any, relating to
            the Loans and amendments thereto which entitle the Trust to draw
            thereon; provided that in connection with the delivery of the
            Mortgage File to the Trust, such originals shall be delivered to the
            Master Servicer and copies thereof shall be delivered to the
            Trustee;

                  (xvii) any related environmental insurance policies and any
            environmental guarantees or indemnity agreements or copies thereof;

                  (xviii) originals or copies of the ground lease and ground
            lease estoppels, if any, and any originals or copies of amendments,
            modifications or extensions thereto, if any;

                  (xix) [the original or copy of any property management
            agreement;]

                  (xx) without duplication with clause (xiii) above, a copy of
            the mortgage note evidencing the related Junior Loan, if any;

                                      -49-
<PAGE>

                  (xxi) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties;

                  (xxii) the checklist of the related Loan Documents that is
            included in the Mortgage File for the related Loan; and

                  (xxiii) any additional documents required to be added to the
            Mortgage File pursuant to this Agreement.

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received.

            "Mortgage Interest Accrual Period": With respect to any Loan, the
period during which interest accrues pursuant to the related Note.

            "Mortgage Loan Originator": Any institution that originated a Loan.

            "Mortgage Loan Purchase Agreement[s]": The CSFB Mortgage Loan
Purchase Agreement[s].

            "Mortgage Loan Schedule": The list of 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
Loan:

            (i) the loan number (as specified in Annex A to the Prospectus
      Supplement);

            (ii) the property name;

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

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

            (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) remaining term to stated maturity, (b) Maturity Date
      and (c) with respect to each ARD Loan, the Anticipated Repayment 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 number of units, pads, rooms or square footage with respect
      to the Mortgaged Property;

            (xii) the Loan interest accrual method;

                                      -50-
<PAGE>

            (xiii) the total of the Trustee Fee Rate, any applicable Primary
      Servicing Fee Rate and the Master Servicing Fee Rate[, and the applicable
      Broker Strip Rate, if any];

            (xiv) the Due Date;

            (xv) whether such loan is an ARD Loan;

            (xvi) whether the Loan is subject to lockout/defeasance;

            (xvii) whether the related Mortgaged Property was covered by
      earthquake insurance at the time of origination, if the loan documents
      require such insurance;

            (xviii) whether such Loan has the benefit of an Environmental
      Insurance Policy;

            (xix) whether such Loan is secured by the related Borrower's
      interest in ground leases;

            (xx) [which Loan Group includes such Loan;] and

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

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

            "Mortgage Loan Seller[s]": The CSFB Mortgage Loan Seller [add other
Sellers, if any]].

            "Mortgage Pool": All of the Loans and any successor REO Loans with
respect thereto, collectively, as of any particular date of determination. The
Mortgage Pool shall not include any Junior Loan.

            "Mortgage Rate": With respect to: (i) any Loan or Junior Loan on or
prior to its Maturity Date, the annual rate at which interest is scheduled (in
the absence of a default and without giving effect to any Revised Rate) to
accrue on such Loan or Junior Loan, as the case may be, from time to time in
accordance with the related Note and applicable law; (ii) any Loan or Junior
Loan after its Maturity Date, the annualized rate described in clause (i) above
determined without regard to the passage of such Maturity Date; and (iii) any
REO Loan, the annualized rate described in clause (i) or (ii), as applicable,
above, determined as if the predecessor Loan or Junior Loan, as the case may be,
had remained outstanding. For the avoidance of doubt, for purposes of
calculating the Net Mortgage Rate in connection with the Weighted Average Net
Mortgage Pass-Through Rate, the Mortgage Rate for any Loan whose interest rate
is changed will be the Mortgage Rate of such Loan without taking into account
any change in the interest rate by a bankruptcy court pursuant to a plan of
reorganization or pursuant to any of its equitable powers or any reduction in
the interest rate resulting from a work-out or modification by the Special
Servicer or the Master Servicer.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Loan or Loan Combination, in each case consisting
of a parcel or parcels of land improved by a commercial and/or multifamily
building or facility, together with any personal property (to the extent the
same are owned by the Borrower and necessary in connection with the operation of
the related property), fixtures, leases and other property or rights pertaining
thereto.

                                      -51-
<PAGE>

            "Net Investment Earnings": With respect to the Collection Account,
any Lock-Box Account, any Cash Collateral Account, any Servicing Account or any
REO Account, for any period beginning on a Distribution Date and ending on the
following Master Servicer Remittance 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 (and which is not required to be
paid to the related Borrower) exceeds the aggregate of all losses, if any,
incurred during such period in connection with the investment of such funds in
such account in accordance with Section 3.06.

            "Net Investment Loss": With respect to the Collection Account, any
Lock-Box Account, any Cash Collateral Account, any Servicing Account or any REO
Account for any period beginning on a Distribution Date and ending on the
following Master Servicer Remittance Date, the amount, if any, 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 (and
which investment is not directed by the related Borrower) in accordance with
Section 3.06 exceeds the aggregate of all interest and other income realized
during such period on such funds in such account; provided that, in the case of
any Investment Account and any particular investment of funds in such Investment
Account, Net Investment Loss shall not include any loss with respect to such
investment which is incurred solely as a result of the insolvency of the federal
or state chartered depositary institution or trust company at which such
Investment Account is maintained, so long as such depositary institution or
trust company (a) satisfied the qualifications set forth in the definition of
"Eligible Account" both at the time such investment was made and also as of a
date not more than 30 days prior to the date of such loss and (b) is not the
same Person as the Person that made the relevant investment.

            "Net Mortgage Pass-Through Rate":

            (a) With respect to any Loan (or any successor REO Loan with respect
      thereto) that accrues interest on a 30/360 Basis, for any Distribution
      Date, an annual rate equal to the Original Net Mortgage Rate for such
      Loan; and

            (b) With respect to any Loan (or any successor REO Loan with respect
      thereto) that accrues interest on an Actual/360 Basis, for any
      Distribution Date, an annual rate generally equal to twelve times a
      fraction, expressed as a percentage:

            (1)   the numerator of which fraction is, subject to adjustment as
                  described below in this definition, an amount of interest
                  equal to the product of (a) the number of days in the related
                  Interest Accrual Period, multiplied by (b) the Stated
                  Principal Balance of such Loan (or such REO Loan) immediately
                  preceding such Distribution Date, multiplied by (c) 1/360,
                  multiplied by (d) the Original Net Mortgage Rate for such
                  Loan; and

            (2)   the denominator of which is the Stated Principal Balance of
                  such Loan (or such REO Loan) immediately preceding that
                  Distribution Date.

            Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of any year
subsequent to [__], then the amount of interest referred to in the fractional
numerator described in clause (B)(1) above will be decreased to reflect any
Withheld Amounts with respect to the subject Loan (or REO Loan) transferred from
the Distribution Account to the Interest Reserve Account in such calendar month.
Furthermore, if the subject Distribution Date occurs during March of any year
subsequent to [__], then the amount of interest referred to in the fractional
numerator described in clause (B)(1) above will be increased to reflect any
Withheld Amounts with

                                      -52-
<PAGE>

respect to the subject Loan (or REO Loan) transferred from the Interest Reserve
Account to the Distribution Account for distribution on such Distribution Date.

            "Net Mortgage Rate": With respect to any Loan, Junior Loan or REO
Loan, as of any date of determination, a per annum rate equal to the related
Mortgage Rate then in effect, minus the sum of the related Master Servicing Fee
Rate (if any), the related Primary Servicing Fee Rate (if any)[, the related
Broker Strip Rate (if any)] and the Trustee Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property, for
any Borrower'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, other than
(i) non-cash items such as depreciation, (ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the related Loan or Loan Combination, as
applicable.

            "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 Fund has the right to
renegotiate the terms of such lease.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Loan or REO Loan which, in the judgment
(exercised in accordance with the Servicing Standard in the case of the judgment
of the Master Servicer or the Special Servicer) of the Master Servicer, the
Special Servicer or the Trustee, 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 Loan or REO Loan. In
making any recoverability determination as to a P&I Advance, the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled
to consider (among other things) the obligations of the Borrower under the terms
of the related Loan or Loan Combination as it may have been modified, to
consider (among other things) the related Mortgaged Property in its "as is" or
then current condition and occupancy, as modified by such Person's assumptions
(in the case of the Master Servicer or Special Servicer, consistent with the
Servicing Standard) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Property, to estimate and consider (in the
case of the Master Servicer or Special Servicer, consistent with the Servicing
Standard) (among other things) future expenses and to estimate and consider
(among other things) the timing of recoveries. In addition, any such Person may
update or change its recoverability determination (but not reverse any other
such Person's determination that a P&I Advance is non-recoverable) at any time
and may obtain from the Special Servicer any reasonably required analysis,
Appraisals or market value estimates or other information in the Special
Servicer's possession for such purposes. Absent bad faith, any such
determination will be conclusive and binding on the Certificateholders, the
Master Servicer, the Special Servicer and the Trustee (but this statement shall
not be construed to entitle any such Person to reverse any other such Person's
determination that a P&I Advance is non-recoverable). The determination by the
Master Servicer, the Special Servicer or the Trustee, as applicable, that it has
made (or, in the case of a determination made by the Special Servicer, that the
Master Servicer 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 (i) to the Trustee and the
Depositor, in the case of the Master Servicer, (ii) to the Master Servicer and
the Trustee in the case of the Special Servicer, (iii) to the Depositor and the
Master Servicer, in the case of the Trustee, and (iv) in each case, to the
Directing Certificateholder, any Requesting Subordinate Certificateholder (at
the expense of such requesting Holder) and, provided that the P&I Advance
involves a Serviced Loan Combination and the certifying

                                      -53-
<PAGE>

party has actual knowledge of the identity thereof, the related Junior Loan
Holder(s) (or, in the case of a Junior Loan that is part of a rated commercial
mortgage securitization, to the related master servicer) Such Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer, or the Trustee, as
the case may be, 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 (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Mortgaged Property, the cost of which Appraisal shall be advanced by the
Master Servicer as a Servicing Advance or, depending on the timing of payment,
subject to Section 3.03(c), paid out of the Collection Account). The Trustee
shall be entitled to conclusively rely on the Master Servicer's determination
that a P&I Advance is nonrecoverable. The Master Servicer and the Trustee shall
be entitled to conclusively rely on the Special Servicer's determination that a
P&I Advance is nonrecoverable.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance (including interest accrued thereon at the Reimbursement Rate)
previously made or proposed to be made in respect of a Loan or REO Property
which, in the judgment (exercised in accordance with the Servicing Standard in
the case of the judgment of the Master Servicer or the Special Servicer) of the
Master Servicer, the Special Servicer or the Trustee, 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 Loan or REO Property.
In making any recoverability determination as to a Servicing Advance, the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled
to consider (among other things) the obligations of the Borrower under the terms
of the related Loan or Loan Combination as it may have been modified, to
consider (among other things) the related Mortgaged Property in its "as is" or
then current condition and occupancy, as modified by such Person's assumptions
(in the case of the Master Servicer or Special Servicer, consistent with the
Servicing Standard)regarding the possibility and effects of future adverse
change with respect to such Mortgaged Property, to estimate and consider (among
other things) future expenses and to estimate and consider (in the case of the
Master Servicer or Special Servicer, consistent with the Servicing Standard)
(among other things) the timing of recoveries. In addition, any such Person may
update or change its recoverability determination (but not reverse any other
such Person's determination that a Servicing Advance is non-recoverable) at any
time and may obtain from the Special Servicer any reasonably required analysis,
Appraisals or market value estimates or other information in the Special
Servicer's possession for such purposes. Absent bad faith, any such
determination will be conclusive and binding on the Certificateholders, the
Master Servicer, the Special Servicer and the Trustee (but this statement shall
not be construed to entitle any such Person to reverse any other such Person's
determination that a Servicing Advance is non-recoverable). The determination by
the Master Servicer, the Special Servicer or the Trustee that it has made (or,
in the case of a determination made by the Special Servicer, that the Master
Servicer 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 (i) to the Trustee and
the Depositor, in the case of the Master Servicer, (ii) to the Master Servicer
and the Trustee in the case of the Special Servicer, (iii) to the Depositor and
the Master Servicer, in the case of the Trustee, and (iv) and in each case, to
the Directing Certificateholder, any Requesting Subordinate Certificateholder
(at the expense of such requesting Holder) and, provided that the Servicing
Advance involves a Serviced Loan Combination and the certifying party has actual
knowledge of the identity thereof, the related Junior Loan Holder(s) (or, in the
case of a Junior Loan that is part of a rated commercial mortgage
securitization, to the related master servicer). Such Officer's Certificate
shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as the case may be,
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 (provided that if an Appraisal has been

                                      -54-
<PAGE>

obtained within the past 12 months, no new Appraisal is required) of the related
Mortgaged Property, the cost of which Appraisal shall be advanced by the Master
Servicer as a Servicing Advance or, depending on the timing of payment, subject
to Section 3.03(c), paid out of the Collection Account). The Trustee will be
entitled to conclusively rely on the Master Servicer's determination that a
Servicing Advance is nonrecoverable. The Master Servicer and the Trustee shall
be entitled to conclusively rely on the Special Servicer's determination that a
Servicing Advance is a Nonrecoverable Servicing Advance.

            "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class [A-SP], Class [A-X], Class [F], Class [G], Class [H], Class [J], Class
[K], Class [L], Class [M], Class [N], Class R and Class V will constitute
Non-Registered Certificates.

            "Non-United States Tax Person": Any Person other than a United
States Tax Person.

            "Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under a Loan or
Junior Loan, as the case may be, together with any rider, addendum or amendment
thereto.

            "NRSRO": A nationally recognized statistical rating organization as
the term is used in federal securities laws.

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

            "Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Master 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 any Trust REMIC as a REMIC, (b)
compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust
as a grantor trust or (d) the resignation of the Depositor, the Master Servicer
or the Special Servicer pursuant to Section 6.04 must be an opinion of counsel
that is in fact Independent of the Depositor, the Master Servicer or the Special
Servicer, as applicable.

            "Optimal Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates [(other than the Class [A-2FL]
Certificates)] [and the Class [A-2FL] Regular Interest], the sum of the Monthly
Interest Distribution Amount and the Unpaid Interest Shortfall Amount for such
Class for such Distribution Date. As to any Distribution Date and any
Uncertificated Lower-Tier Interest, the sum of the Monthly Interest Distribution
Amount and the Unpaid Interest Shortfall Amount for such Uncertificated
Lower-Tier Interest for such Distribution Date. As to any Distribution Date and
any Component of the Class [A-X] or Class [A-SP] Certificates, the sum of the
Monthly Interest Distribution Amount and the Unpaid Interest Shortfall Amount
for such Component for such Distribution Date.

            "Original Class Notional Amount": With respect to any Class of
Interest-Only Certificates, the initial aggregate notional balance thereof as of
the Closing Date, in each case as specified in the Preliminary Statement hereto.

            "Original Class Principal Balance": With respect to [the Class
[A-2FL] Regular Interest or] any Class of Sequential Pay Certificates [(other
than the Class [A-2FL] Certificates)], the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary
Statement hereto[; and with respect to the Class [A-2FL] Certificates, $[__]].

                                      -55-
<PAGE>

            "Original Lower-Tier Principal Amount": With respect to any
Uncertificated Lower-Tier Interest, the principal amount thereof as of the
Closing Date, in each case as specified in the Preliminary Statement hereto.

            "Original Net Mortgage Rate": With respect to any Loan, the Net
Mortgage Rate in effect for such Loan as of the Closing Date (or, in the case of
any Loan substituted in replacement of another Loan pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement[s], as of the date
of substitution).

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

            "Origination Required Insurance Amounts": As defined in Section
3.07(h).

            "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.

            "PCAOB" means the Public Company Accounting Oversight Board.

            "P&I Advance": As to any Loan (or any successor REO Loan with
respect thereto), any advance made by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.

            "P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day immediately prior thereto.

            "Pass-Through Rate": With respect to each Class of Certificates and
the Class [A-2FL] Regular Interest, the respective per annum rate listed below:

                                      -56-
<PAGE>

Class [A-1]:                Class [A-1] Pass-Through Rate
Class [A-2FX]:              Class [A-2FX] Pass-Through Rate
Class [A-2FL Regular        Class [A-2FL] Regular Interest
Interest]:                  Pass-Through Rate
Class [A-2FL]:              Class [A-2FL] Pass-Through Rate
Class [A-1-A]:              Class [A-1-A] Pass-Through Rate
Class [A-X]:                Class [A-X] Pass-Through Rate
Class [A-SP]:               Class [A-SP] Pass-Through Rate
Class [B]:                  Class [B] Pass-Through Rate
Class [C]:                  Class [C] Pass-Through Rate
Class [D]:                  Class [D] Pass-Through Rate
Class [E]:                  Class [E] Pass-Through Rate
Class [F]:                  Class [F] Pass-Through Rate
Class [G]:                  Class [G] Pass-Through Rate
Class [H]:                  Class [H] Pass-Through Rate
Class [J]:                  Class [J] Pass-Through Rate
Class [K]:                  Class [K] Pass-Through Rate
Class [L]:                  Class [L] Pass-Through Rate
Class [M]:                  Class [M] Pass-Through Rate
Class [N]:                  Class [N] Pass-Through Rate

            "Penalty Charges": With respect to any Loan, Junior Loan or REO
Loan, any amounts actually collected thereon from the Borrower that represent
late payment charges or Default 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 equal to the denomination of such Certificate, as set forth on the face
thereof, divided by the initial Class Principal Balance (or, in the case of a
Class of Interest-Only Certificates, the Class Notional Amount) of such Class of
Certificates as of the Closing Date. With respect to a Class V or Class R
Certificate, the percentage interest as set forth on the face thereof.

            "Performance Certification": As defined in Section 11.08.

            "Performing Party": As defined in Section 11.14.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Master 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, provided such obligations have a remaining term to maturity of
      one year or less from the date of acquisition and 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 then-current rating assigned by each Rating Agency to any
      Certificate as confirmed in writing;

                                      -57-
<PAGE>

            (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one 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 in the highest short-term debt rating category of each
      Rating Agency or such other ratings as will not result in the downgrading,
      withdrawal or qualification of then-current rating assigned by each Rating
      Agency to any Certificate, as confirmed in writing by such Rating Agency;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one 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 maturing in one year or less from the date of
      acquisition 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 (i) ratings in the highest
      long-term unsecured debt rating category of each Rating Agency or (ii)
      such other ratings (as confirmed by the applicable Rating Agency in
      writing) as will not result in a downgrade, qualification or withdrawal of
      then-current rating of the Certificates that are currently being rated by
      such Rating Agency; 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 one year or less after the date of issuance
      thereof and which is rated in the highest short-term unsecured debt rating
      category of each Rating Agency;

            (vi) units of investment funds that maintain a constant net asset
      value and money market funds having the highest rating from each Rating
      Agency for money market funds; and

            (vii) any other demand, money market or time deposit, obligation,
      security or investment, 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 then-current rating of the
      Certificates that are currently being rated by such Rating Agency;

      provided that such instrument or security qualifies as a "cashflow
      investment" pursuant to Section 860G(a)(6) of the Code; interest on any
      variable rate instrument shall be tied to a single interest rate index
      plus a single fixed spread (if any) and move proportionally with that
      index and must have a predetermined fixed dollar of principal due at
      maturity that cannot vary or change.

            "Permitted Mezzanine Loan Holder": With respect to any Mezzanine
Loan, the related Mortgage Loan Seller[s], any Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating Agency has
confirmed in writing to the Special Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's then-current ratings on the
Certificates.

                                      -58-
<PAGE>

            "Permitted Transferee": Any Transferee of a Class R Certificate
other than a Disqualified Organization, a Non-United States Tax Person or a
foreign permanent establishment or fixed base (each within the meaning of the
applicable income tax treaty) of a United States Tax Person; provided, however,
that if a Transferee is classified as a partnership under the Code, such
Transferee shall only be a Permitted Transferee if all of its beneficial owners
are United States Tax Persons and the governing documents of the Transferee
prohibit a transfer of any interest in the Transferee to any Non-United States
Tax Person.

            "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.

            "Plan": Any of those retirement plans and other employee benefit
plans, including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
are subject to ERISA or the Code.

            "Prepayment Assumption": With respect to all Loans, the assumption
that all payments required to be made on such Loans according to their
contractual terms (including repayment in full on their respective Maturity
Dates) are so made; provided that, in the case of ARD Loans, it is further
assumed that such ARD Loans will be fully prepaid on their related Anticipated
Repayment Dates.

            "Prepayment Date": With respect to any Principal Prepayment, the
date on which such Principal Prepayment is to be made.

            "Prepayment Interest Excess": With respect to any Distribution Date,
for each Loan that was subject to a Principal Prepayment in full or in part, or
as to which Insurance and Condemnation Proceeds were received by the Master
Servicer or the Special Servicer for application to such Loan, in each case
after the Due Date in the month of such Distribution Date and on or prior to the
related Determination Date, the amount of interest (net of related Master
Servicing Fees and any related Primary Servicing Fees payable therefrom [and net
of any Broker Strip Interest included therein]) accrued at the Mortgage Rate for
such Loan on the amount of such Principal Prepayment or, insofar as these
represent an early collection of principal, such Insurance and Condemnation
Proceeds after the end of the Mortgage Interest Accrual Period relating to such
Due Date and accruing in the manner set forth in the Loan Documents relating to
such Loan, to the extent such interest is collected by or remitted to the Master
Servicer or the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Loan that was subject to a Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by the
Master Servicer or the Special Servicer for application to such Loan, in each
case after the Determination Date in the calendar month preceding such
Distribution Date but prior to the Due Date in the related Due Period, the
amount of interest (net of related Master Servicing Fees and any related Primary
Servicing Fees payable therefrom and net of [any Broker Strip Interest] included
therein) that would have accrued at the Mortgage Rate for such Loan, on the
amount of such Principal Prepayment or, insofar as these represent an early
collection of principal, such Insurance and Condemnation Proceeds during the
period commencing on the date as of which such Principal Prepayment or Insurance
and Condemnation Proceeds were applied to the unpaid principal balance of the
subject Loan and ending on (and including) the day immediately preceding such
Due Date.

            "Primary Servicer": [__] or any other subservicer specifically
identified as a "Primary Servicer" hereunder or in a Sub-Servicing Agreement
dated as of [__] between the Master Servicer and

                                      -59-
<PAGE>

such subservicer, in its capacity as a primary servicer, or any successors
thereto. Notwithstanding any other provision herein to the contrary, [__] as the
initial Master Servicer shall be a "Primary Servicer" hereunder and no
Sub-Servicing Agreement shall be required with respect to such Primary Servicer.

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of [__], by and between the Master Servicer and a Primary Servicer.

            "Primary Servicing Fee": With respect to each Loan (and any
successor REO Loan with respect to any of the foregoing), the fee payable to the
related Primary Servicer under the Primary Servicing Agreement or to the Master
Servicer pursuant to Section 3.11(a), based on the Primary Servicing Fee Rate
and computed on the same basis and in the same manner as interest is computed on
the related Loan. [For the avoidance of doubt, the parties acknowledge that a
Primary Servicing Fee shall not accrue or be payable with respect to any CBA B
Loan.]

            "Primary Servicing Fee Rate": With respect to: each Loan (and any
successor REO Loan with respect thereto), a rate per annum as set forth in the
Mortgage Loan Schedule attached hereto as Exhibit B under the column heading
"Administrative (Trustee Servicing) Fee," net of the Trustee Fee Rate and the
Master Servicing Fee Rate [and the applicable Broker Strip Rate, if any].

            "Principal Distribution Adjustment Amount": As to any Distribution
Date, the sum of (i) the amount of any Nonrecoverable Advance and interest
thereon that was reimbursed to the Master Servicer or the Trustee and that was
deemed to have been reimbursed out of principal collections that would otherwise
constitute part of the Principal Distribution Amount and (ii) any
Workout-Delayed Reimbursement Amount and interest thereon that was reimbursed to
the Master Servicer or the Trustee and that was deemed to have been reimbursed
out of principal collections that would otherwise constitute part of the
Principal Distribution Amount, in each case, with interest on such Advance,
during the period since the preceding Distribution Date.

            "Principal Distribution Amount": As to any Distribution Date (other
than the final Distribution Date), an amount equal to the total, without
duplication, of the following: (i) all payments of principal, including
voluntary Principal Prepayments and the principal portion of any Cure Payments,
received by or on behalf of the Trust with respect to the Loans (but not in
respect of any Junior Loan) during the related Due Period, exclusive of any
portion of those payments that represents a late collection of principal for
which an Advance was previously made for a prior Distribution Date or that
represents the principal portion of a Monthly Payment due on or before the Due
Date for the related Loan in [__] or on a Due Date for the related Loan
subsequent to the end of the related Due Period, (ii) the principal portion of
all Monthly Payments received by or on behalf of the Trust with respect to the
Loans (but not in respect of any Junior Loan) prior to, but that are due during,
the related Due Period, (iii) all other collections, including Liquidation
Proceeds and Insurance and Condemnation Proceeds, that were received by or on
behalf of the Trust Fund with respect to any of the Loans (but not in respect of
any Junior Loan) or any related REO Properties during the related Due Period and
that were identified and applied by the Master Servicer as recoveries of
principal of the subject Loan (but not in respect of any Junior Loan) or, in the
case of an REO Property, of the related REO Loan (but not an REO Loan in respect
of a predecessor Junior Loan), in each case net of any portion of the particular
collection that represents a late collection of principal for which an Advance
of principal was previously made for a prior Distribution Date or that
represents the principal portion of a Monthly Payment due on or before the Due
Date for the related Loan in [__], and (iv) all Advances of principal made with
respect to the Mortgage Pool for that Distribution Date; provided that if any
Insurance and Condemnation Proceeds or Liquidation Proceeds were received and/or
a Final Recovery Determination was made with respect to any Loan or REO Property
during the related Due Period, then that portion, if any, of the aggregate
amount described in clause (i) through (iv) above that is specifically
attributable to such Loan or REO Property, shall be

                                      -60-
<PAGE>

reduced to not less than zero by any Special Servicing Fees or Liquidation Fees
payable in connection therewith. For the final Distribution Date, an amount
equal to the total Stated Principal Balance of the Mortgage Pool outstanding
immediately prior to that final Distribution Date.

            Notwithstanding the foregoing, (i) the Principal Distribution Amount
for any Distribution Date will be reduced by the Principal Distribution
Adjustment Amount for such Distribution Date; and (ii) the Principal
Distribution Amount will be increased by the amount of any recovery occurring
during the related Due Period of an amount that was previously advanced with
respect to a Loan, but only if and to the extent such Advance was previously
reimbursed from principal collections that would otherwise have constituted part
of the Principal Distribution Amount for a prior Distribution Date in a manner
that resulted in a Principal Distribution Adjustment Amount for such prior
Distribution Date.

            [Any determination of the portion of the Principal Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 (as contemplated by
Section 4.01) shall take account of Section 1.05.]

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that 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, other than any amount paid in connection with the release of the
related Mortgaged Property through defeasance.

            "Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, each Junior Loan Holder, any Person identified to the Trustee as a
Certificate Owner or prospective purchaser of a Certificate upon receipt from
such Certificate Owner or prospective purchaser of an investor certification
(which may be in electronic form), the form of which is attached hereto as
Exhibit I, and any other Person designated by the Depositor. The Trustee shall
(and the Master Servicer may) provide all Privileged Persons with access to
certain restricted information on its Website (in the case of any Certificate
Owner or prospective purchaser, upon receipt of such investor certification)
through the use of a restricted mechanism on its Website.

            "Prospectus": The Prospectus dated [__], as supplemented by the
Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated [__],
relating to the offering of the Public Certificates.

            "PTCE": A prohibited transaction class exemption, as issued by the
United States Department of Labor.

            "PTE": A prohibited transaction exemption, as issued by the United
States Department of Labor.

            "Purchase Price": With respect to any Loan to be purchased (a) by or
on behalf of a Responsible Party pursuant to or as contemplated by Section 7 of
the related Mortgage Loan Purchase Agreement[s], (b) by the Directing
Certificateholder pursuant to Section 3.18(b), the Special Servicer pursuant to
Section 3.18(c), or an assignee of either thereof, in any case, pending a
determination of Fair Value, (c) with respect to any Loan Combination, if the
related Intercreditor Agreement so provides for a purchase option, by any Junior
Loan Holder or (d) by the holders of more than 50% of the Percentage Interests
in the Controlling Class, the Special Servicer or the Master Servicer pursuant
to Section 9.01, a price equal to the sum of the following:

                                      -61-
<PAGE>

            (i) the outstanding principal balance of such Loan as of the date of
      purchase (and, if the Loan that is being purchased is part of a Loan
      Combination and a related Junior Loan Holder has previously made a Cure
      Payment, the outstanding principal balance as reduced by the principal
      portion of such Cure Payment);

            (ii) all accrued and unpaid interest on such 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 (which includes unpaid Master Servicing
      Fees and Primary Servicing Fees) and all related Special Servicing Fees;

            (iii) all related unreimbursed Servicing Advances (and any related
      Servicing Advances reimbursed by the Trust Fund out of general collections
      on the Mortgage Pool) plus accrued and unpaid interest on related Advances
      at the Reimbursement Rate;

            (iv) if such Loan is being repurchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section 7 of the
      related Mortgage Loan Purchase Agreement[s] following the expiration of
      the applicable cure period (as it may be extended), the amount of the
      Liquidation Fee payable to the Special Servicer;

            (v) if such Loan is being purchased by a Junior Loan Holder pursuant
      to the related Intercreditor Agreement following [90] days from the
      related Loan becoming a Specially Serviced Loan, the amount of the
      Liquidation Fee payable to the Special Servicer; and

            (vi) if such Loan is being purchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section 7 of the
      related Mortgage Loan Purchase Agreement[s], all reasonable out-of-pocket
      expenses reasonably incurred (whether paid or then owing) by the Master
      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 and, without duplication of any amounts described above in this
      definition, any realized losses and Trust Fund expenses incurred prior to
      such purchase date with respect to such Loan and/or (if applicable) its
      related Junior Loan.

            With respect to any Defaulted Loan to be purchased by the Directing
Certificateholder (or any assignee thereof) or the Special Servicer pursuant to
Section 3.18(b) or 3.18(c) following determination of Fair Value, the Purchase
Price will equal the Fair Value of such Defaulted Loan. With respect to any REO
Property to be sold pursuant to Section 3.18(e), the amount calculated in
accordance with the second preceding sentence of this definition in respect of
the related REO Loan(s).

            "Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated appraiser with
at least [five] years of experience in respect of the relevant geographic
location and property type.

            "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

            "Qualified Insurer": (i) With respect to any Loan, Junior 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 and
a minimum claims paying ability rating of at least "__" by [__] (if then rated
by [__]) and "__" by [__], (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 then highest rated

                                      -62-
<PAGE>

outstanding Certificate, but in no event lower than "__" by [__] (if then rated
by [__]) and "__" by [__] or, in the case of clauses (i) and (ii), such other
rating as each such Rating Agency shall have confirmed in writing will not cause
such Rating Agency to downgrade, qualify or withdraw any 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 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 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 Loan; (iii) have the same Due Date as the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan (for example,
on the basis of a 360-day year and the actual number of days elapsed); (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 Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the deleted Loan
and a current Loan-to-Value Ratio not higher than the then current Loan-to-Value
Ratio of the deleted Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement[s]; (viii) have an Environmental
Assessment that indicates no material 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 Loan
and a current Debt Service Coverage Ratio of not less than the current Debt
Service Coverage Ratio of the deleted Loan; (x) be determined by an Opinion of
Counsel (at the applicable Responsible Party'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 two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted 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 Responsible Party); (xiii) have been approved by the
Directing Certificateholder in its sole discretion; (xiv) prohibit defeasance
within two years after the Closing Date; and (xv) not be substituted for a
deleted Loan if it would result in the termination of the REMIC status of any
Trust REMIC established under this Agreement or the imposition of tax on any
such Trust REMIC 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 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 (provided that no Net Mortgage Rate shall be less than the
Pass-Through Rate of any Class of Sequential Pay Certificates then outstanding)
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 Loan, the applicable Responsible Party shall
certify that such mortgage loan meets all of the requirements of the above
definition and shall send such certification to the Trustee.

            "Rated Final Distribution Date": As to each Class of Sequential Pay
Certificates, the Distribution Date occurring in [__].

            "Rating Agency": Each of [S&P] [Fitch, Inc.] [Dominion Bond Rating
Services] and [Moody's] or their successors in interest. If any of such rating
agencies or any successor thereto ceases to remain in existence, "Rating Agency"
shall be deemed to refer to any other NRSRO, or other comparable Person,
designated by the Depositor to replace the rating agency that has ceased to
exist. Notice of such designation shall be given to the Trustee and the Master
Servicer, and the specific ratings of [__] and [__] herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

                                      -63-
<PAGE>

            "Record Date": With respect to any Distribution Date other than the
first Distribution Date, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs, and, with respect to
the first Distribution Date, the Closing Date.

            "Reference Rate": With respect to any Distribution Date from and
including the [__] Distribution Date to and including the [__] Distribution
Date, the corresponding rate per annum set forth on Exhibit K hereto.

            "Registered Certificate": Any Certificate that has been subject to
registration under the Securities Act. As of the Closing Date, the Class [A-1],
Class [A-2FX], Class [A-2FL], Class [A-1-A], Class [B], Class [C], and Class [D]
Certificates constitute Registered Certificates.

            "Regular Certificate": Any Sequential Pay Certificate or
Interest-Only Certificate.

            "Regulation AB" means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

            "Regulation S": Regulation S under the Securities Act.

            "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, a single global Certificate, or multiple
global Certificates collectively, in definitive, fully registered form without
interest coupon, each of which Certificates bears a Regulation S Legend.

            "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

            "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 is determined by the Trustee in its sole 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.

            "Release Date": With respect to any Class of Non-Registered
Certificates, (other than the Class R and Class V Certificates) the date that is
40 days following the later of (i) the commencement of the offering of such
Non-Registered Certificates to Persons other than distributors in reliance upon
Regulation S under the Securities Act and (ii) the date of closing of such
offering.

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Sequential Pay Certificates (exclusive of the Class A
Sequential Pay Certificates), the amount, if any, by which the Principal
Distribution Amount for such Distribution Date exceeds the aggregate amount
distributed in respect of principal on such Distribution Date to all Classes of
Sequential Pay Certificates (including the Class A Sequential Pay Certificates)
senior to the subject Class.

                                      -64-
<PAGE>

            "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 Subtitle A of the Code, and
related provisions, and temporary and final regulations and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations,
and published rulings, notices and announcements 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 and any related Junior Loan
Holder(s), which shall be entitled "[name of Special Servicer], as Special
Servicer, in trust for [name of Trustee], as Trustee, for Holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 200_-__, and any related Junior Loan Holder(s), as their
interests may appear, REO Account." Any such account or accounts shall be an
Eligible Account.

            "REO Acquisition": With respect to any Loan, the acquisition by the
Trust Fund of REO Property related to such Loan.

            "REO Acquisition Date": The date of the Trust Fund's 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(e).

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

            "REO Loan": Any Loan or Junior Loan deemed 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, and
shall be deemed to provide for Assumed Scheduled Payments on each Due Date
therefor and otherwise have the same terms and conditions as its predecessor
Loan or Junior Loan, as the case may be, 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 Loan or Junior Loan, as the case may be). Each REO Loan shall be
deemed to have an initial outstanding principal balance and, if applicable,
Stated Principal Balance equal to the outstanding principal balance and, if
applicable, Stated Principal Balance, respectively, of its predecessor Loan or
Junior Loan, as applicable, as of the related REO Acquisition Date. All amounts
due and owing in respect of the predecessor Loan or Junior Loan, as applicable,
as of the related REO Acquisition Date, 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 Master Servicer, any Special
Servicer or the Trustee, as applicable, in respect of the predecessor Loan or
Junior Loan as of the related REO Acquisition Date, including, without
limitation, any unpaid Special Servicing Fees and Master Servicing Fees and any
unreimbursed Advances, together with any interest accrued and payable to the
Master Servicer 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 relevant party hereunder in respect of an REO Loan. In addition,
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances with respect
to an REO Loan (including interest accrued thereon), in each case, that were
paid from

                                      -65-
<PAGE>

general collections on the Mortgage Pool and resulted in principal distributed
to the Certificateholders being reduced shall be deemed outstanding until
recovered. Collections in respect of each REO Loan (exclusive of amounts to be
applied to the payment of, or to be reimbursed to the Master Servicer or the
Special Servicer for the payment of, the costs of operating, managing and
maintaining the related REO Property) shall be treated: first, as a recovery of
accrued and unpaid Advances, Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts with respect to such REO Loan (in the case of
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, that were
paid from general collections of principal on the Mortgage Pool and resulted in
principal distributed to the Certificateholders being reduced), Primary
Servicing Fees and Master Servicing Fees and related interest due the Master
Servicer or the Trustee; second, as a recovery of any remaining accrued and
unpaid interest on such REO Loan at the related Net Mortgage Rate to but not
including the Due Date in the Due Period of receipt; third, as a recovery of
principal of such REO Loan to the extent of its entire unpaid principal balance;
and fourth, in accordance with the Servicing Standard of the Master Servicer, as
a recovery of any other amounts due and owing in respect of such REO Loan,
including, without limitation, prepayment consideration and Penalty Charges.

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee or its nominee for the benefit of the Certificateholders
(or, in the case of a Mortgaged Property securing a Serviced Loan Combination,
for the benefit of the Certificateholders and the related Junior Loan Holder(s),
as their interests may appear), through foreclosure, acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Loan or a Loan Combination.

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

            "Reporting Servicer" means the Master Servicer, the Special
Servicer, the Trustee or a Servicing Function Participant, as the case may be.

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

            "Requesting Subordinate Certificateholder": The Holder of any of the
Class [K], Class [L], Class [M], Class [N], or Class [O], that delivers notice
to the Trustee, the Master Servicer and the Special Servicer indicating that
such Holder is a "Requesting Subordinate Certificateholder."

            "Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President or trust officer of the
Trustee having direct responsibility for the administration of this Agreement,
and with respect to any successor Trustee, any officer or assistant officer in
the corporate trust department of the Trustee or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers to whom a particular matter is referred by the
Trustee because of such officer's knowledge of and familiarity with the
particular subject.

            "Responsible Party": As to the specified Loans, the indicated party:
(a) in the case of the CSFB Loans, the CSFB Mortgage Loan Seller; and (b) in the
case of the [______] Loans, the [______] Mortgage Loan Seller.

            "Restricted Master Servicer Reports": Collectively, to the extent
not filed with the Commission, the CMSA Comparative Financial Status Report, the
CMSA Servicer Watch List, the

                                      -66-
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CMSA Operating Statement Analysis Report, the CMSA Financial File, the Asset
Status Report and CMSA NOI Adjustment Worksheet.

            "Revised Rate": With respect to the ARD Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence of a default)
for each applicable ARD Loan, as calculated and as set forth in the related ARD
Loan.

            "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate, or multiple
global Certificates collectively, registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.

            "Sarbanes-Oxley Certification": As defined in Section 11.08.

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

            "Security Agreement": With respect to any Loan or Junior 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 Loan or Junior Loan, as the case may be.

            "Security Position Listing": A listing prepared by the Depository of
the holdings of Depository Participants with respect to the Certificates.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate of the Class Principal Balances of
the Class [A-1], Class [A-2FX], and Class [A-1-A] Certificates [and the Class
[A-2FL] Regular Interest] outstanding immediately prior thereto equals or
exceeds the sum of (a) the aggregate Stated Principal Balance of the Mortgage
Pool that will be outstanding immediately following such Distribution Date, plus
(b) the lesser of (i) the Principal Distribution Amount for such Distribution
Date and (ii) the portion of the Available Distribution Amount for such
Distribution Date that will remain after all distributions of interest to be
made on the Class [A-X], Class [A-SP], Class [A-1], Class [A-2FX], and Class
[A-1-A] Certificates [and the Class [A-2FL] Regular Interest] on such
Distribution Date pursuant to Section 4.01(a) have been so made.

            "Sequential Pay Certificates": Any of the Class [A-1], Class
[A-2FX], Class [A-2FL], Class [A-1-A], Class [B], Class [C], Class [D], Class
[E], Class [F], Class [G], Class [H], Class [J], Class [K], Class [L], Class [M]
or Class [N] Certificates.

            "Serviced Loan Combinations": With respect to each [CBA A/B Loan
Pair, upon a "Material Default" under the related CBA A/B Intercreditor
Agreement, such CBA A/B Loan Pair, collectively.]

            "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, paid or to be paid, as the context requires, out of
its own funds, by the Master Servicer or the Special Servicer (or, if
applicable, the Trustee) in connection with the servicing of a Loan and/or (if
applicable) the related Junior Loan(s), after a default, delinquency or other
unanticipated event has occurred or is reasonably foreseeable, or in

                                      -67-
<PAGE>

connection with the administration of any REO Property, including (1) any such
costs and expenses associated with (a) compliance with the obligations of the
Master Servicer and/or Special Servicer set forth in Sections 2.03, 3.03(c) and
3.09, (b) the preservation, insurance, restoration, protection and management of
a Mortgaged Property, including the cost of any "force placed" insurance policy
purchased by the Master Servicer or the Special Servicer to the extent such cost
is allocable to a particular Mortgaged Property that the Master Servicer or the
Special Servicer is required to cause to be insured pursuant to Section 3.07,
(c) obtaining any Insurance and Condemnation Proceeds or Liquidation Proceeds in
respect of any such Loan, Junior Loan or any REO Property, (d) any enforcement
or judicial proceedings with respect to any such Loan and/or (if applicable) the
related Junior Loan(s), including foreclosures and similar proceedings, (e) the
operation, leasing, management, maintenance and liquidation of any REO Property,
(f) obtaining any Appraisal required to be obtained hereunder, and (g) UCC
filings (to the extent that the costs thereof are not reimbursed by the related
Borrower), (2) the reasonable and direct out-of-pocket travel expenses incurred
by the Special Servicer in connection with performing inspections pursuant to
Section 3.19, and (3) any other expenditure which is expressly designated as a
Servicing Advance herein.

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

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Borrower in connection with or relating to the
origination and servicing of any Loan or Junior Loan or which are reasonably
required for the ongoing administration of such Loan or Junior Loan, as the case
may be, including appraisals, surveys, engineering reports, environmental
reports, financial statements, leases, rent rolls and tenant estoppels, but
excluding any other documents and writings that have been prepared by the
related Mortgage Loan Seller[s] or any of its Affiliates solely for internal
credit analysis or other internal uses or any attorney-client or internal
communication, together with copies of documents required to be part of the
related Mortgage File.

            "Servicing Function Participant" means any Person, other than the
Master Servicer and the Special Servicer, that is performing activities that
address the Servicing Criteria, unless such Person's activities relate only to
5% or less of the Loans.

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

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

            "Servicing Transfer Event": With respect to any Loan or Junior Loan,
as applicable, the occurrence of any of the following events:

            (i) a payment default shall have occurred on such Loan or Junior
      Loan, as the case may be, at its Maturity Date (except, if (a) the
      Borrower is making its Assumed Scheduled Payment, (b) the Borrower
      notifies the Master Servicer of its intent to refinance such Loan or
      Junior Loan, as the case may be, and is diligently pursuing such
      refinancing, (c) the Borrower delivers a firm commitment to refinance
      acceptable to the Special Servicer and the Directing Certificateholder
      within [60] days after the Maturity Date, and (d) such refinancing occurs
      within

                                      -68-
<PAGE>

      [90] days of such default, which [90]-day period may be extended to
      [150] days at the Special Servicer's and Directing Certificateholder's
      discretion); or

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

            (iii) the Master Servicer or, with the approval of the Directing
      Certificateholder, the Special Servicer determines that a payment default
      or a material non-monetary default has occurred or is imminent and is not
      likely to be cured within [60] days; provided, however, that a Servicing
      Transfer Event shall not exist pursuant to this clause (iii) in connection
      with a Balloon Payment on any Loan or any Loan Combination if the Master
      Servicer determines that the Master Servicer's granting (to the extent it
      is permitted under the final paragraph of Section 3.20(e)) of an extension
      of the applicable Maturity Date is in accordance with the Servicing
      Standard and the Master Servicer obtains the consent of the Directing
      Certificateholder to such determination in accordance with Section 3.20(e)
      and at such time no other Servicing Transfer Event exists; or

            (iv) 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
      is entered against the related Borrower; provided that if such decree or
      order is discharged or stayed within [60] days of being entered, such Loan
      or Junior Loan, as the case may be, shall not be a Specially Serviced Loan
      (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be
      payable with respect thereto); or

            (v) the related Borrower shall file for or 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 Borrower or of or relating to all or
      substantially all of its property; or

            (vi) the related Borrower 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

            (vii) the Master Servicer has received notice of the foreclosure or
      proposed foreclosure of any lien on the related Mortgaged Property; or

            (viii) with respect to any Loan that is a part of any Loan
      Combination where a related Junior Loan Holder has exercised its right to
      cure consecutive monetary defaults up to the amount of consecutive
      monetary defaults permitted pursuant to the related Intercreditor
      Agreement, the occurrence of a monetary default in the following month; or

            (ix) any other default has occurred which, in the reasonable
      judgment of the Master Servicer, or in the reasonable judgment of the
      Special Servicer (with the approval of the Directing Certificateholder),
      has materially and adversely affected the value of such Loan or Junior
      Loan, as the case may be, or otherwise materially and adversely affects
      the interests of the Certificateholders and, in either such case, has
      continued unremedied for [60] days (irrespective of any applicable grace
      period specified in the related Loan Documents), provided that the failure
      of the related Borrower to obtain all-risk casualty insurance that does
      not contain any carve-out for terrorist or similar act (other than such
      amounts as are specifically required by the related

                                      -69-
<PAGE>

      Loan Agreement) shall not apply with respect to this clause if the Special
      Servicer has determined in accordance with the Servicing Standard that
      either (a) such insurance is not available at commercially reasonable
      rates and that such hazards are not at the time commonly insured against
      for properties similar to the Mortgaged Property and located in or around
      the region in which such Mortgaged Property is located or (b) such
      insurance is not available at any rate.

            Notwithstanding the foregoing, if a default occurs under any Loan
Combination, which the related Junior Loan Holder has the option to cure
pursuant to the related Intercreditor Agreement, then a Servicing Transfer Event
will not be deemed to have occurred with respect to such Loan Combination and
such Loan Combination will not be considered a Specially Serviced Loan unless
and until the related Junior Loan Holder does not exercise its option to cure
prior to the expiration of the applicable cure period as described in such
related Intercreditor Agreement.

            "Significant Loan": At any time, (a) any Loan (i) whose principal
balance is $[20,000,000] or more at such time or (ii) that is (x) a Loan, (y)
part of a group of Crossed Loans or (z) part of a group of Loans made to
affiliated Borrowers that, in each case, in the aggregate, represents [5]% or
more of the aggregate outstanding principal balance of the Mortgage Pool at such
time or (b) any one of the ten largest Loans (which for the purposes of this
definition shall include groups of Crossed Loans and groups of Loans made to
affiliated Borrowers), by outstanding principal balance at such time.

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such exceptions as may
be approved by the Master Servicer or the Special Servicer in their respective
discretion, in each case in accordance with the Servicing Standard) that it is
formed solely for the purpose of owning and pledging Defeasance Collateral
relating to one or more Defeasance Loans; shall not engage in any business
unrelated to such Defeasance Collateral; shall not have any assets other than
those related to its interest in the Defeasance Collateral and may not incur any
indebtedness other than as required to assume the defeased obligations under the
related Note or Notes that have been defeased; shall maintain its own books,
records and accounts, in each case which are separate and apart from the books,
records and accounts of any other Person; shall hold regular meetings, as
appropriate, to conduct its business, and shall observe all entity level
formalities and recordkeeping; shall conduct business in its own name and use
separate stationery, invoices and checks; may not guarantee or assume the debts
or obligations of any other Person; shall not commingle its assets or funds with
those of any other Person; shall pay its obligations and expenses and the
salaries of its own employees from its own funds and allocate and charge
reasonably and fairly any common employees or overhead shared with Affiliates;
shall prepare separate tax returns and financial statements or, if part of a
consolidated group, shall be shown as a separate member of such group; shall
transact business with Affiliates on an arm's-length basis pursuant to written
agreements; shall hold itself out as being a legal entity, separate and apart
from any other Person; if such entity is a limited partnership, shall have as
its only general partners, general partners which are Single-Purpose Entities
which are corporations; if such entity is a corporation, at all relevant times,
has and will have at least one Independent Director; the board of directors of
such entity shall not take any action requiring the unanimous affirmative vote
of 100% of the members of the board of directors unless all of the directors,
including without limitation all Independent Directors, shall have participated
in such vote; shall not fail to correct any known misunderstanding regarding the
separate identity of such entity; if such entity is a limited liability company,
shall have at least one member that is a Single-Purpose Entity which is a
corporation, and such corporation shall be the managing member of such limited
liability company; shall hold its assets in its own name; except for the pledge
of such Defeasance Collateral, shall not pledge its assets for the benefit of
any other person or entity; shall not make loans or advances to any person or
entity; shall not identify its partners, members or shareholders, or any
affiliates of any of them as a division or part of it; if such entity is a
limited liability company, such entity shall dissolve only upon the bankruptcy
of the managing member, and such entity's articles of organization, certificate
of formation and/or operating agreement, as

                                      -70-
<PAGE>

applicable, shall contain such provision; if such entity is a limited liability
company or limited partnership, and such entity has one or more managing members
or general partners, as applicable, then such entity shall continue (and not
dissolve) for so long as a solvent managing member or general partner, as
applicable, exists and such entity's organizational documents shall contain such
provision. The SPE's organizational documents shall further prohibit any
dissolution and winding up and provide that any insolvency filing for such
entity requires the unanimous consent of all partners, directors (including
without limitation all Independent Directors) or members, as applicable, and
that such documents may not without Rating Agency confirmation of Certificate
ratings, in respect of any Significant Loan, be amended with respect to the
Single-Purpose Entity requirements so long as any Certificates are outstanding.

            "Sole Certificateholder": Any Holder (or Holders provided they act
in unanimity) holding 100% of then outstanding Class [A-X], Class [A-SP], Class
[K], Class [L], Class [M] and Class [N] Certificates or an assignment of the
voting rights thereof; provided, however, that the Class Principal Balances of
the Class [A-1], Class [A-2FX], Class [A-2FL], Class [A-1-A], Class [B], Class
[C], Class [D], Class [E], Class [F], Class [G], Class [H] and Class [J]
Certificates have been reduced to zero.

            ["S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated; provided, however, that if such designated party has not then
assigned a rating to a depository institution, insurer or any other Person or
item, then any failure to satisfy a requirement under this Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of Default or
breach of the Servicing Standard solely as a result of such failure. References
herein to "applicable rating category" (other than such references to "highest
applicable rating category") shall, in the case of S&P, be deemed to refer to
such applicable rating category of S&P, without regard to any plus or minus or
other comparable rating qualification.]

            "Special Servicer": [__] and its successors in interest and assigns,
or any successor special servicer appointed as herein provided.

            "Special Servicing Fee": With respect to each Specially Serviced
Loan and REO Loan, the fee payable to the Special Servicer pursuant to the first
paragraph of Section 3.11(b), computed on the basis of the Stated Principal
Balance of the related Loan and for the same period for which any related
interest payment on the related Specially Serviced Loan is computed, as more
particularly described in Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, [__]% per annum[, subject to a minimum fee of
$[__] per loan, per month].

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

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of any state, the
applicability of which to the Trust Fund or the Trust REMICs shall have been
confirmed to the Trustee in writing either by the delivery to the Trustee of an
Opinion of Counsel to such effect (which Opinion of Counsel shall not be at

                                      -71-
<PAGE>

the expense of the Trustee), or by the delivery to the Trustee of a written
notification to such effect by the taxing authority of such state.

            "Stated Principal Balance": With respect to any Loan or Junior Loan
(other than an REO Loan), as of any date of determination, an amount equal to
(x) the Cut-off Date Principal Balance of such Loan or such Junior Loan, as the
case may be, or with respect to a Qualified Substitute Mortgage Loan being
substituted for another Loan pursuant to or as contemplated by Section 2.03(b)
hereof, the outstanding principal balance of such Qualified Substitute Mortgage
Loan after application of all scheduled payments of principal and interest due
during or prior to the month of substitution, whether or not received, minus (y)
the sum of:

            (i) the principal portion of each Monthly Payment due on such Loan
      or Junior Loan, as the case may be, after the Cut-off Date (or, with
      respect to a Qualified Substitute Mortgage Loan substituted for another
      Loan pursuant to or as contemplated by Section 2.03(b) hereof, the
      applicable Due Date during the month of substitution), to the extent
      received from the Borrower or advanced by the Master Servicer or Trustee,
      as applicable, and distributed to Certificateholders, or the related
      Junior Loan Holder, as may be applicable, on or before such date of
      determination;

            (ii) all Principal Prepayments received with respect to such Loan or
      Junior Loan, as the case may be, after the Cut-off Date (or, with respect
      to a Qualified Substitute Mortgage Loan substituted for another Loan
      pursuant to or as contemplated by Section 2.03(b) hereof, the applicable
      Due Date during the month of substitution), to the extent distributed to
      Certificateholders, or the related Junior Loan Holder, as may be
      applicable, on or before such date of determination;

            (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Loan or
      Junior Loan, as the case may be, after the Cut-off Date (or, with respect
      to a Qualified Substitute Mortgage Loan substituted for another Loan
      pursuant to or as contemplated by Section 2.03(b) hereof, the applicable
      Due Date during the month of substitution), to the extent distributed to
      Certificateholders, or the related Junior Loan Holder, as may be
      applicable, on or before such date of determination;

            (iv) any reduction in the outstanding principal balance of such Loan
      or Junior Loan, as the case may be, resulting from a Deficient Valuation
      that occurred prior to the end of the Due Period for the most recent
      Distribution Date; and

            (v) any reduction in the outstanding principal balance of such Loan
      or Junior Loan, as the case may be, due to a modification by the Special
      Servicer pursuant to this Agreement, which reduction 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 Loan or
Junior Loan, as applicable, as of the related REO Acquisition Date, minus (y)
the sum of:

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

            (ii) 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

                                      -72-
<PAGE>

      Certificateholders or the related Junior Loan Holder, as applicable, on or
      before such date of determination.

            Each Loan (and any successor REO Loan with respect thereto) 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 (or any
related REO Property) are to be distributed to Certificateholders; and,
following such Distribution Date, such Stated Principal Balance shall be zero.

            The Stated Principal Balance of any Loan (or any successor REO Loan
with respect thereto) as to which there has been a Final Recovery Determination
shall be, following the application of all amounts received in connection with
such Loan (or any related REO Property) in accordance with the terms hereof,
zero.

            Notwithstanding anything to the contrary contained in this
definition, any payment or other collection of principal on or with respect to
any Loan (or any successor REO Loan with respect thereto) that constitutes part
of the Principal Distribution Amount for any Distribution Date, without regard
to the proviso to the first sentence of the definition of "Principal
Distribution Amount" and, further, without regard to any Principal Distribution
Adjustment Amount for such Distribution Date, shall be deemed to be distributed
to Certificateholders on such Distribution Date for purposes of this definition.

            "Statement to Certificateholders": As defined in Section 4.02(a).

            "Sub-Servicer": Any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement, including any
Primary Servicer.

            "Sub-Servicing Agreement": The subservicing agreements between the
Master Servicer or the Special Servicer, as the case may be, and any
Sub-Servicer relating to servicing and administration of Loans by such
Sub-Servicer as provided in Section 3.22, including any Primary Servicing
Agreement.

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

            "Successor Manager": As defined in Section 3.19(b).

            ["Swap Agreement": The 1992 ISDA (Multi-Currency Cross-Border)
Master Agreement together with the related schedule, confirmation and any
annexes thereto, dated as of [__________], by and among the Swap Counterparty
and the Trustee, solely in its capacity as Trustee, on behalf of the Trust, or
any replacement interest rate swap agreement entered into by the Trustee in
accordance with the terms of Section 3.32.]

            ["Swap Business Day": A day on which commercial banks and foreign
exchange markets are generally open to settle payments in the state of New
York.]

                                      -73-
<PAGE>

            ["Swap Counterparty": [______________________________] and its
successors in interest or any swap counterparty under a replacement Swap
Agreement.]

            ["Swap Counterparty Ratings Threshold" shall mean (A) the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations of the
Swap Counterparty are rated at least "___" by [__] and (B) the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations of the
Swap Counterparty are rated at least "__" by [__] (and such rating is not on
watch for possible downgrade) and the unsecured, unguaranteed and otherwise
unsupported short-term debt obligations of the Swap Counterparty are rated at
least "__" by [__] (and such rating is not on watch for possible downgrade).]

            ["Swap Default": Any failure on the part of the Swap Counterparty to
(i) make a required payment under the Swap Agreement as and when due thereunder,
(ii) either post acceptable collateral or find an acceptable replacement Swap
Counterparty after a Collateralization Event (as defined in the Swap Agreement)
has occurred as required by Part 5, paragraph (b)(1) of the Schedule to the
Master Agreement in the related Swap Agreement or (iii) find an acceptable
replacement Swap Counterparty after a Rating Agency Trigger Event has occurred
as required by Part 5, paragraph (b)(2) of the Schedule to the Master Agreement
in the related Swap Agreement.]

            ["Swap Upfront Payment": Any payment made by the Swap Counterparty
to the Trustee (on behalf of the Depositor) on the Closing Date, representing
amounts due from the Swap Counterparty to the Depositor.]

            ["Swap Termination Fees": Any fees, costs or expenses payable by the
Swap Counterparty to the Trust in connection with a Swap Default, termination of
the Swap Agreement or liquidation of the Swap Agreement, as specified in the
Swap Agreement.]

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) 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
created hereunder due to its classification as a REMIC under the REMIC
Provisions, and Form 1041 for the Grantor Trust for U.S. federal income tax
purposes, 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 or State Tax Laws.

            "Termination Notice": As defined in Section 7.01(b).

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

            "Transfer Affidavit and Agreement": 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.

                                      -74-
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            "Treasury Rate": With respect to any Principal Prepayment made on a
Loan, the yield calculated by the linear interpolation of the yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Release")
under the heading "U.S. government securities" and the subheading "Treasury
constant maturities" for the week ending immediately before the related
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment Date). If
the Release is no longer published, the Master Servicer shall select a
comparable publication to determine the Treasury Rate in its reasonable
discretion.

            "Trust": The trust created hereby.

            "Trust Assets": The assets comprising the Trust Fund.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Loans subject to this Agreement
and all interest and principal received or receivable on or with respect to the
Loans (other than payments of principal and interest due and payable on the
Loans on or before the Cut-off Date (or, in the case of any Qualified Substitute
Mortgage Loan that is substituted for another Loan pursuant to or as
contemplated by Section 2.03(b), on or before the applicable Due Date therefor
occurring in the month of substitution) and Principal Prepayments paid on or
before the Cut-off Date (or, in the case of any Qualified Substitute Mortgage
Loan that is substituted for another Loan pursuant to or as contemplated by
Section 2.03(b), on or before the applicable Due Date therefor occurring in the
month of substitution)), together with all documents included in the related
Mortgage Files; (ii) such funds or assets as from time to time are deposited in
the Collection Account, the Distribution Account, the Excess Liquidation
Proceeds Account, the Excess Interest Distribution Account, the Interest Reserve
Account and, if established, the REO Accounts; (iii) any REO Property; (iv) the
rights of the mortgagee under all Insurance Policies with respect to the Loans;
(v) the Uncertificated Lower-Tier Interests; and (viii) the rights of the
Depositor with respect to the Loans under the Mortgage Loan Purchase
Agreement[s].

            "Trust REMIC": The Upper-Tier REMIC or the Lower-Tier REMIC.

            "Trustee": [__], 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
same basis and in the same manner as interest is computed on the related Loan or
REO Loan.

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

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

            "UCC Financing Statement Amendment": A financing statement amendment
filed or to be filed pursuant to the UCC.

                                      -75-
<PAGE>

            "Uncertificated Accrued Interest Amount": With respect to each
Distribution Date and each Uncertificated Lower-Tier Interest, an amount equal
to interest for the related Interest Accrual Period at the Lower-Tier Remittance
Rate applicable to such Uncertificated Lower-Tier Interest for such Distribution
Date, accrued on the related Lower-Tier Principal Amount of such Uncertificated
Lower-Tier Interest immediately prior to such Distribution Date. The
Uncertificated Accrued Interest Amount for each Uncertificated Lower-Tier
Interest shall be calculated on a 30/360 Basis.

            "Uncertificated Lower-Tier Interests": The uncertificated "regular
interests," within the meaning of Section 860G(a)(1) of the Code, in the
Lower-Tier REMIC, which "regular interests" consist of the Class [LA-1-1], Class
[LA-1-2], Class [LA-1-3], Class [LA-2FX-1], Class [LA-2FX-2], Class [LA-2FX-3],
Class [LA-2FL-1], Class [LA-2FL-2], Class [LA-2FL-3], Class [LA-1-A-1], Class
[LA-1-A-2], Class [LA-1-A-3], Class [LA-1-A-4], Class [LA-1-A-5], Class
[LA-1-A-6], Class [LA-1-A-7], Class [LA-1-A-8], Class [LB], Class [LC-1], Class
[LC-2], Class [LD], Class [LE-1], Class [LE-2], Class [LF-1], Class [LF-2],
Class [LG], Class [LH-1], Class [LH-2], Class [LJ-1], Class [LJ-2], Class [LK],
Class [LL], Class [LM] and Class [LN] Lower-Tier Interests.

            "Uncovered Prepayment Interest Shortfall": With respect to any Loan
as to which a Prepayment Interest Shortfall was incurred, the excess, if any, of
(i) such Prepayment Interest Shortfall, over (ii) the deposit made by the Master
Servicer to the Trustee in respect of such Prepayment Interest Shortfall
pursuant to Section 3.02(d).

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the Uncovered
Prepayment Interest Shortfalls, if any, incurred with respect to the Loans
during the related Due Period, exceeds (ii) the aggregate amount of Prepayment
Interest Excesses, if any, received on the Loans during the related Due Period
that are applied to offset such Uncovered Prepayment Interest Shortfalls.

            "Underwriter Exemption": PTE 89-90, as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41, and as may be subsequently amended following the
Closing Date.

            "Underwriters": [Credit Suisse First Boston LLC].

            "Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person that made the
Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsection (vi) of Section
3.05(b) but that has not been recovered from the Borrower or otherwise from
collections on or the proceeds of the Loan or REO Property in respect of which
the Advance was made.

            "Unpaid Interest Shortfall Amount": As to any Class of Regular
Certificates [or the Class [A-2FL] Regular Interest], any Component of the Class
[A-X] or Class [A-SP] Certificates or any Uncertificated Lower-Tier Interest,
for the first Distribution Date, zero. With respect to any Class of Regular
Certificates [or the Class [A-2FL] Regular Interest], any Component of the Class
[A-X] or Class [A-SP] Certificates or any Uncertificated Lower-Tier Interest,
for any Distribution Date after the first Distribution Date, the amount, if any,
by which the sum of the Monthly Interest Distribution Amounts for such Class [or
the Class [A-2FL] Regular Interest], such Component or such Uncertificated
Lower-Tier Interest for all prior Distribution Dates exceeds the sum of the
amounts distributed on such Class or deemed distributed on such Component or
such Uncertificated Lower-Tier Interest, as the case may be, on all prior
Distribution Dates in respect of accrued interest.

            "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

                                      -76-
<PAGE>

            "United States Tax 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 whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Tax Persons have the authority to control all substantial decisions of the
trust, all within the meaning of Section 7701(a)(30) of the Code.

            "Unrestricted Master Servicer Reports": Collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status
Report, and, if and to the extent filed with the Commission, such reports and
files that would, but for such filing, constitute Restricted Master Servicer
Reports.

            "Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the primary assets of which consist of the Uncertificated Lower-Tier
Interests.

            "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 and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class [A-X] and Class [A-SP] Certificates (based on
the respective Class Notional Amount of each such Class relative to the
aggregate Certificate Notional Amount of the three such Classes) and (ii) in the
case of any Class of Sequential Pay Certificates a percentage equal to the
product of 99% and a fraction, the numerator of which is equal to the Class
Principal Balance of such Class, in each case, determined as of the Distribution
Date immediately preceding such date of determination, and the denominator of
which is equal to the aggregate of the Class Principal Balances of all the
Classes of Sequential Pay Certificates, each determined as of the Distribution
Date immediately preceding such date of determination. None of the Class V or
Class R Certificates will be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Class Principal Balance of any Class shall be
deemed to be reduced by allocation of the Collateral Support Deficit to such
Class, but not by Appraisal Reductions allocated to such Class. 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.

            "Website": The internet website maintained by the Trustee (initially
located at www.[______].com) or the internet website of the Master Servicer.

            "Weighted Average Net Mortgage Pass-Through Rate": As to any
Distribution Date, the weighted average of the Net Mortgage Pass-Through Rates
of all the Loans and REO Loans in the Mortgage Pool, weighted based on their
respective Stated Principal Balances immediately prior to such Distribution
Date.

            "Withheld Amounts": As defined in Section 3.28(a).

            "Workout-Delayed Reimbursement Amount": With respect to any Loan,
the amount of any Advance made with respect to such Loan on or before the date
such Loan becomes a Corrected Loan, together with (to the extent accrued and
unpaid) interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the Person who made such Advance on or before the date, if any, on
which such Loan becomes a Corrected Loan and (ii) the amount of such Advance
becomes an obligation of the Borrower to pay such amount under the terms of the
modified Loan Documents. The fact that any amount constitutes all or a portion
of any Workout-Delayed Reimbursement Amount shall not in any

                                      -77-
<PAGE>

manner limit the right of any Person hereunder to determine that such amount
instead constitutes a Nonrecoverable Advance.

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

            "Workout Fee Rate": As defined in Section 3.11(b).

            "Yield Maintenance Charge": With respect to any Loan, the yield
maintenance charge set forth in the related Loan Documents, including but not
limited to a yield maintenance charge which is based on the amount of Defeasance
Collateral. If a Yield Maintenance Charge becomes due for any particular Loan,
the Master Servicer shall be required to follow the terms and provisions
contained in the applicable Loan Documents; provided, however, that if the
related Loan Documents do not specify which U.S. Treasury obligations are to be
used in determining the discount rate or the reinvestment yield to be applied in
such calculation, or if the related Loan Documents are ambiguous, the Master
Servicer shall be required to use those U.S. Treasury obligations that will
generate the lowest discount rate or reinvestment yield for the purposes
thereof. Accordingly, if either no U.S. Treasury obligation, or more than one
U.S. Treasury obligation, coincides with the term over which the Yield
Maintenance Charge is to be calculated (which, depending on the applicable Loan
Documents, is based on the remaining average life of the Loan or the actual term
remaining through the Maturity Date or, in the case of an ARD Loan, the
Anticipated Repayment Date), the Master Servicer shall use the U.S. Treasury
obligations that mature closest to but not exceeding the month in which the term
over which the Yield Maintenance Charge is to be calculated ends, and whose
reinvestment yield is the lowest, with such yield being based on the bid price
for such issue as published in the [Treasury Bonds, Notes and Bills section of
The Wall Street Journal]on the date that is [14] days prior to the date that the
Yield Maintenance Charge becomes due and payable (or, if such bid price is not
published on that date, the first preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 x [{(1+BEY/2)^1/6}-1]) x 100
where BEY is defined as the U.S. Treasury Reinvestment Yield in decimal, not
percentage, form, and 1/6 is the exponential power to which a portion of the
equation is raised. For example, using a BEY of 5.50%, the MEY = (12 x [{(1 +
0.055/2)^0.16667}-1]) x 100, where 0.055 is the decimal version of the
percentage 5.50%, and 0.16667 is the decimal version of the exponential power.
(The MEY calculated in the above example is 5.438%.)

            "Yield Rate": With respect to any Loan, a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in the
most recent "Federal Reserve Statistical Release H.15 - Selected Interest Rates"
under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the Maturity Date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Loan being prepaid or the monthly equivalent
of such rate. If Federal Reserve Statistical Release H.15 - Selected Interest
Rates is no longer published, the Master Servicer, on behalf of the Trustee,
will select a comparable publication to determine the Yield Rate.

            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:

                                      -78-
<PAGE>

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

            (ii) Any payment on a Loan or a Junior Loan is deemed to be received
      on the date such payment is actually received by the Master Servicer (or
      Sub-Servicer if applicable) or the Special Servicer; provided, however,
      that for purposes of calculating distributions on the Certificates, (i)
      any voluntary Principal Prepayment made on a date other than the related
      Due Date and in connection with which the Master Servicer has collected
      interest thereon through the end of the related Mortgage Interest Accrual
      Period shall be deemed to have been made, and the Master Servicer shall
      apply such Principal Prepayment to reduce the outstanding principal
      balance of the related Loan as if such Principal Prepayment had been
      received, on the following Due Date and (ii) all other Principal
      Prepayments with respect to any Loan or Junior Loan are deemed to be
      received on the date they are applied to reduce the outstanding principal
      balance of such Loan or Junior Loan, as the case may be.

            SECTION 1.03. General Interpretive Principles.

            For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (i) the terms defined in this Agreement include the plural as well
      as the singular, and the use of any gender herein shall be deemed to
      include the other gender;

            (ii) accounting terms not otherwise defined herein have the meanings
      assigned to them in accordance with GAAP as in effect from time to time;

            (iii) references herein to "Articles," "Sections," "Subsections,"
      "Paragraphs" and other subdivisions without reference to a document are to
      designated Articles, Sections, Subsections, Paragraphs and other
      subdivisions of this Agreement;

            (iv) a reference to a Subsection without further reference to a
      Section is a reference to such Subsection as contained in the same Section
      in which the reference appears, and this rule shall also apply to
      Paragraphs and other subdivisions;

            (v) the words "herein," "hereof," "hereunder," "hereto," "hereby"
      and other words of similar import refer to this Agreement as a whole and
      not to any particular provision; and

            (vi) the terms "include" and "including" shall mean without
      limitation by reason of enumeration.

            SECTION 1.04. Certain Matters with Respect to the Serviced Loan
Combinations.

            (a) The parties hereto acknowledge that, pursuant to the
Intercreditor Agreement for the Serviced Loan Combinations, if neither the Loan
included in a Serviced Loan Combination nor an interest in any successor REO
Property is part of the Trust Fund, then such Loan or such REO Property, as
applicable, shall not thereafter be serviced and administered under this
Agreement.

            (b) For the avoidance of doubt, the parties acknowledge that the
rights and duties of each of the Master Servicer and the Special Servicer under
this Agreement and the obligation of the

                                      -79-
<PAGE>

Master Servicer or the Trustee to make Advances (subject to Section 1.04(d)),
insofar as such rights, duties and obligations relate to a Serviced Loan
Combination, shall terminate upon the occurrence of a Liquidation Event with
respect to a Loan included in such Serviced Loan Combination or any successor
REO Property; provided, however, that this statement shall not limit (A) the
duty of the Master Servicer or the Special Servicer to deliver or make available
the reports otherwise required of it hereunder with respect to the period in
which such event occurs or (B) the rights of the Master Servicer or the Special
Servicer that may otherwise accrue or arise in connection with the performance
of its duties hereunder with respect to such Serviced Loan Combination prior to
the date on which such event occurs.

            (c) In connection with any purchase or other Liquidation Event with
respect to the Loan included in any Serviced Loan Combination, the Trustee, the
Master Servicer and the Special Servicer shall each tender to the related
purchaser or other appropriate party in accordance with the related
Intercreditor Agreement(s), the original Note that relates to such Loan held by
the Trustee (unless such Note has been satisfied in connection with a payment in
full of such Loan) and copies of the documents contained in the Mortgage File.
All portions of the Mortgage File possessed by the Trustee and other documents
pertaining to such Loan possessed by the Trustee, and each document that
constitutes a part of the related Mortgage File, shall be endorsed or assigned
by the Trustee to the relevant party contemplated by the prior sentence in the
manner, and pursuant to appropriate forms of assignment prepared by the Master
Servicer, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee by the applicable Mortgage
Loan Seller[s], but in any event, without recourse, representation or warranty;
provided that such tender by the Trustee shall be conditioned upon its receipt
from the Master Servicer of a Request for Release in the form of Exhibit D
hereto. The Master Servicer shall, and is also hereby authorized and empowered
by the Trustee to, convey to or at the direction of the relevant acquiring party
contemplated above any deposits then held in an Escrow Account relating to the
related Loan. If the Mortgaged Property securing a Serviced Loan Combination has
become an REO Property, then the Special Servicer shall, and is also hereby
authorized and empowered by the Trustee to, convey to or at the direction of the
relevant acquiring party contemplated above, to the extent not needed to pay or
reimburse the Master Servicer, the Special Servicer or the Trustee in accordance
with this Agreement, deposits then held in the applicable REO Account insofar as
they relate to such REO Property.

            (d) None of the Master Servicer or the Trustee shall make P&I
Advances as to any Junior Loan included in any Serviced Loan Combination.

            SECTION 1.05. Certain Considerations Regarding Reimbursements of
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts.

            (a) If any party hereto is reimbursed, in accordance with clause
(vii) of Section 3.05(a) and/or clause (v) of Section 3.05(b), out of general
collections on the Mortgage Pool on deposit in the Collection Account for any
Nonrecoverable Advance or out of general principal collections in accordance
with clauses (v) or (vi) of Section 3.05(a) and/or clause (vi) of Section
3.05(b) for any Workout-Delayed Reimbursement Amount (in each case, together
with interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made:

            First, out of any amounts then on deposit in the Collection Account
that represent payments or other collections of principal received by the Trust
with respect to the Loans (and/or successor REO Loans) in the Loan Group that
includes the Loan (or REO Loan) in respect of which such Nonrecoverable Advance
was made or in respect of which such Workout-Delayed Reimbursement Amounts is
outstanding that, but for their application to reimburse a Nonrecoverable
Advance or a Workout-Delayed Reimbursement Amount, as applicable, and/or

                                      -80-
<PAGE>

to pay interest thereon, would be included in the Available Distribution Amount
for the related Distribution Date (until the aggregate of the amounts deemed to
have been reimbursed or paid pursuant to this clause first on account of all
Loans (and/or REO Loans) in such Loan Group is equal to the aggregate amount of
all payments or other collections of principal received by the Trust with
respect to the Loans (and/or successor REO Loans) in such Loan Group that, but
for such application, would be included in the Available Distribution Amount for
such Distribution Date);

            Second, out of any amounts then on deposit in the Collection Account
that represent payments or other collections of principal received by the Trust
with respect to the Loans (and/or successor REO Loans) in the Loan Group that
does not include the Loan (or REO Loan) in respect of which such Nonrecoverable
Advance was made or in respect of which such Workout-Delayed Reimbursement
Amounts is outstanding (such Loan Group, the "Other Loan Group") that, but for
their application to reimburse a Nonrecoverable Advance or a Workout-Delayed
Reimbursement Amount, as applicable, and/or to pay interest thereon, would be
included in the Available Distribution Amount for the related Distribution Date
(until (x) the sum of (i) the aggregate of the amounts for all Loans and REO
Loans in such Other Loan Group that are deemed to have been reimbursed or paid
from payments or other collections of principal received by the Trust with
respect to the Loans and/or REO Loans in such Other Loan Group pursuant to
clause first above and (ii) the aggregate of the amounts deemed to have been
reimbursed or paid from payments or other collections of principal received by
the Trust with respect to the Loans and/or REO Loans in such Other Loan Group
pursuant to this clause second on account of all Loans and/or REO Loans that are
not included in such Other Loan Group is equal to (y) the aggregate amount of
all payments or other collections of principal received by the Trust with
respect to the Loans and/or REO Loans in such Other Loan Group that, but for the
applications made pursuant to clause first above and this clause second, would
be included in the Available Distribution Amount for such Distribution Date);

            Third, solely in the case of the reimbursement of a Nonrecoverable
Advance and/or the payment of interest thereon, out of any amounts then on
deposit in the Collection Account that represent any other payments or other
collections received by the Trust with respect to the Loans (and/or successor
REO Loans) in the Loan Group that includes the Loan (or REO Loan) in respect of
which such Nonrecoverable Advance was made that, but for their application to
reimburse such Nonrecoverable Advance and/or to pay interest thereon, would be
included in the Available Distribution Amount for the related Distribution Date
(until the aggregate of the amounts deemed to have been reimbursed or paid
pursuant to this clause third on account of all Loans (and/or REO Loans) in such
Loan Group is equal to the aggregate amount of such other payments or other
collections received by the Trust with respect to the Loans (and/or successor
REO Loans) in such Loan Group that, but for such application, would be included
in the Available Distribution Amount for such Distribution Date);

            Fourth, solely in the case of the reimbursement of a Nonrecoverable
Advance and/or the payment of interest thereon, out of any amounts then on
deposit in the Collection Account that represent any other payments or other
collections received by the Trust with respect to the Loans (and/or successor
REO Loans) in the Other Loan Group that, but for their application to reimburse
such Nonrecoverable Advance and/or to pay interest thereon, would be included in
the Available Distribution Amount for the related Distribution Date (until (x)
the sum of (i) the aggregate of the amounts for all Loans and REO Loans in such
Other Loan Group that are deemed to have been reimbursed or paid from other
payments or other collections received by the Trust with respect to the Loans
and/or REO Loans in such Other Loan Group pursuant to clause third above and
(ii) the aggregate of the amounts deemed to have been reimbursed or paid

                                      -81-
<PAGE>

from such other payments or other collections of principal received by the Trust
with respect to the Loans and/or REO Loans in such Other Loan Group pursuant to
this clause fourth on account of all Loans and/or REO Loans that are not
included in such Other Loan Group is equal to (y) the aggregate amount of all
such other payments or other collections received by the Trust with respect to
the Loans and/or REO Loans in such Other Loan Group that, but for the
applications made pursuant to clause third above and this clause fourth, would
be included in the Available Distribution Amount for such Distribution Date);

            Fifth, out of any other amounts then on deposit in the Collection
Account that may be available to reimburse the subject Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount, as applicable, and/or to pay interest
thereon and that in any case (even if this Section 1.05 had not been given any
effect) would not have been included in the Available Distribution Amount for
such Distribution Date.

            (b) If and to the extent that any one or more Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts, and/or interest thereon, are
deemed to have been reimbursed or paid from payments or other collections
received by the Trust with respect to the Loans (and/or successor REO Loans) in
the Mortgage Pool, in accordance with clause first, clause second, clause third
and/or clause fourth of Section 1.05(a), then all of the following clauses (i)
through (vi) shall apply:

            (i) the Available Distribution Amount (as otherwise calculated
      without regard to this Section 1.05) for such Distribution Date shall be
      reduced to the extent of the aggregate amount of all such reimbursements
      and payments;

            (ii) the portion of the Available Distribution Amount for such
      Distribution Date that is attributable to Loan Group 1 (as otherwise
      calculated without regard to this Section 1.05), as contemplated by
      Section 4.01, shall be reduced to the extent of such reimbursements and
      payment that are deemed to have been made from payments or other
      collections received by the Trust with respect to the Loans (and/or
      successor REO Loans) in Loan Group 1 in accordance with clause first,
      clause second, clause third and/or clause fourth of Section 1.05(a);

            (iii) the portion of the Available Distribution Amount for such
      Distribution Date that is attributable to Loan Group 2 (as otherwise
      calculated without regard to this Section 1.05), as contemplated by
      Section 4.01, shall be reduced to the extent of such reimbursements and
      payment that are deemed to have been made from payments or other
      collections received by the Trust with respect to the Loans (and/or
      successor REO Loans) in Loan Group 2 in accordance with clause first,
      clause second, clause third and/or clause fourth of Section 1.05(a);

            (iv) the Principal Distribution Amount (as otherwise calculated
      without regard to this Section 1.05) for such Distribution Date shall be
      reduced to the extent of the aggregate amount of all such reimbursements
      and payments that are deemed to have been made from payments or other
      collections of principal received by the Trust with respect to the Loans
      (and/or successor REO Loans) in the Mortgage Pool (whether from such
      payments or other collections of principal received in respect of Loan
      Group 1 and/or Loan Group 2) in accordance with clause first and/or clause
      second of Section 1.05(a);

            (v) the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group 1 (as otherwise
      calculated without regard to this Section 1.05), as contemplated by
      Section 4.01, shall be reduced to the extent of such reimbursements and
      payment that are deemed to have been made from payments or other
      collections of principal

                                      -82-
<PAGE>

      received by the Trust with respect to the Loans (and/or successor REO
      Loans) in Loan Group 1 in accordance with clause first and/or clause
      second of Section 1.05(a); and

            (vi) the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group 2 (as otherwise
      calculated without regard to this Section 1.05), as contemplated by
      Section 4.01, shall be reduced to the extent of such reimbursements and
      payment that are deemed to have been made from payments or other
      collections of principal received by the Trust with respect to the Loans
      (and/or successor REO Loans) in Loan Group 2 in accordance with clause
      first and/or clause second of Section 1.05(a).

            (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, as applicable,
such Advance is reimbursed out of general principal collections on the Mortgage
Pool as contemplated by Section 1.05(a) above and the particular item for which
such Advance was originally made is subsequently collected out of payments or
other collections in respect of the related Loan (such item, upon collection, a
"Recovered Amount"), then all of the following clauses (i) through (iii) shall
apply (without duplication of amounts already included therein):

            (i) the Principal Distribution Amount for the Distribution Date that
      corresponds to the Collection Period in which such Recovered Amount was
      received shall be increased by an amount equal to the lesser of (A) such
      Recovered Amount and (B) any previous reduction in the Principal
      Distribution Amount for a prior Distribution Date pursuant to Section
      1.05(b) resulting from the reimbursement of the relevant Advance and/or
      the payment of interest thereon;

            (ii) the portion of the Principal Distribution Amount that
      corresponds to the Collection Period in which such Recovered Amount was
      received that is attributable to the Loan Group that does not include the
      Loan or REO Loan in respect of which the Advance was originally made shall
      be increased by an amount equal to the lesser of (A) such Recovered Amount
      and (B) any previous reduction, if any, in the portion of the Principal
      Distribution Amount for a prior Distribution Date attributable to such
      Loan Group that was made pursuant to clause second of Section 1.05(b)
      resulting from the reimbursement of the subject Advance and/or the payment
      of interest thereon from payments or other collections of principal
      received on the Loans or REO Loans in such Loan Group; and

            (iii) the portion of the Principal Distribution Amount that
      corresponds to the Collection Period in which such Recovered Amount was
      received that is attributable to the Loan Group that includes the Loan or
      REO Loan in respect of which the Advance was originally made shall be
      increased by an amount equal to the lesser of (A) such Recovered Amount,
      net of any portion thereof by which the portion of the Principal
      Distribution Amount for the other Loan Group is deemed to have been
      increased pursuant to the immediately preceding clause (ii), and (B) any
      previous reduction, if any, in the portion of the Principal Distribution
      Amount for a prior Distribution Date attributable to such Loan Group that
      was made pursuant to clause first of Section 1.05(b) resulting from the
      reimbursement of the subject Advance and/or the payment of interest
      thereon from payments or other collections of principal received on the
      Loans or REO Loans in such Loan Group.

                                      -83-
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                                   ARTICLE II

             CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            SECTION 2.01. Conveyance of Loans.

            (a) It is the intention of the parties hereto, that a common law
trust be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Credit Suisse First
Boston Mortgage Securities Corp. Trust, Series 200_-__." [Name of Trustee] is
hereby appointed, and does hereby agree to act, as Trustee hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive use and benefit
of all present and future Certificateholders, [the Swap Counterparty] and Junior
Loan Holders (as their interests may appear). It is not intended that this
Agreement create a partnership or a joint-stock association.

            The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders 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 Loans
identified on the Mortgage Loan Schedule, (ii) the Mortgage Loan Purchase
Agreement[s], 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 Loans (other than payments of principal and interest
due and payable on the Loans on or before the Cut-off Date and Principal
Prepayments paid on or before the Cut-off Date). The transfer of the Loans and
the related rights and property accomplished hereby is absolute and,
notwithstanding Section 10.07, is intended by the parties to constitute a sale.

            Under GAAP, the Depositor shall report and cause all of its records
to reflect: (i) its acquisition, on the Closing Date, of the CSFB Loans from the
CSFB Mortgage Loan Seller[s], pursuant to the CSFB Mortgage Loan Purchase
Agreement, as a purchase of such Loans from the CSFB Mortgage Loan Seller; (ii)
its acquisition, on the Closing Date, of the other Loans from the respective
other Mortgage Loan Seller[s], pursuant to the respective other Mortgage Loan
Purchase Agreement[s], as a purchase of such other Loans from such other
Mortgage Loan Seller[s]; and (iii) its transfer of the Loans to the Trust,
pursuant to this Section 2.01(a), as a sale of such Loans to the Trust; provided
that, in the case of the transactions described in clauses (i) and (iii) of this
sentence, the Depositor shall do so only upon the sale of Certificates
representing at least 10% of the aggregate fair value of all the Certificates to
parties that are not Affiliates of the Depositor. The Depositor shall at all
times following the Closing Date cause all of its records and financial
statements and any relevant consolidated financial statements of any direct or
indirect parent clearly to reflect that the Loans have been transferred to the
Trust and are no longer available to satisfy claims of the Depositor's
creditors.

            (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 each Mortgage Loan Seller[s] pursuant to the
related Mortgage Loan Purchase Agreement[s] to deliver to and deposit with, or
cause to be delivered to and deposited with the Trustee (with a copy to the
Master Servicer and the Special Servicer), on or before the Closing Date, the
Mortgage File (except item (xvi) of the definition of Mortgage File, which shall
be delivered to and deposited with the Master Servicer with a copy to the
Trustee) for each Loan so assigned. If a Mortgage Loan Seller[s] cannot deliver,
or cause to be delivered as to any Loan, the original Note, such Mortgage Loan
Seller[s] shall deliver a copy or duplicate original of such Note, together with
an affidavit and customary indemnification substantially in the form attached as
Exhibit E hereto, certifying that the original thereof has been lost or
destroyed.

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            If the applicable Mortgage Loan Seller[s] cannot deliver, or cause
to be delivered, as to any Loan, any of the documents and/or instruments
referred to in clauses (ii) (relating to Mortgages), (iv) (relating to
Assignments of Leases), (viii) (relating to assumption agreements,
modifications, written assurance agreements and substitution agreements), (xi)
(relating to UCC Financing Statements and related documents)(other than
assignments of UCC Financing Statements to be recorded or filed in accordance
with the transfer contemplated by this Agreement) and (xii) (relating to powers
of attorney) of the definition of "Mortgage File," with evidence of recording or
filing thereon, solely because of a delay caused by the public recording or
filing office where such document or instrument has been delivered for
recordation or filing, the delivery requirements of the related Mortgage Loan
Purchase Agreement[s] and this Section 2.01(b) shall be deemed to have been
satisfied and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File, provided that a duplicate original or true
copy of such document or instrument (certified by the applicable public
recording or filing office, the applicable title insurance company or such
Responsible Party to be a true and complete duplicate original or photocopy of
the original thereof submitted for recording or filing) is delivered to the
Trustee and the Master Servicer 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 public recording or filing office to be a true and
complete copy of the original thereof submitted for recording or filing), with
evidence of recording or filing thereon, is delivered to the Trustee within
[120] days of the Closing Date, which period may be extended up to two times, in
each case for an additional period of [45] days provided that such Mortgage Loan
Seller[s], as certified in writing to the Trustee prior to each such [45]-day
extension, is in good faith attempting to obtain from the appropriate county
recorder's office such original or photocopy.

            If the applicable Mortgage Loan Seller[s] cannot deliver, or cause
to be delivered, as to any Loan, any of the documents and/or instruments
referred to in clauses (ii) (relating to Mortgages), (iv) (relating to
Assigments of Leases), (viii) (relating to assumption agreements, modifications,
written assurance agreements and substitution agreements), (xi) (relating to UCC
Financing Statements and related documents) (other than assignments of UCC
Financing Statements to be recorded or filed in accordance with the transfer
contemplated by this Agreement) and (xii) (relating to powers of attorney) of
the definition of "Mortgage File," with evidence of recording or filing 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[s] and this Section 2.01(b) shall be deemed to
have been satisfied and such non-delivered document or instrument shall be
deemed to have been included in the Mortgage File if a photocopy or duplicate
original of such non-delivered document or instrument (with evidence of
recording or filing thereon and certified by the appropriate recording or filing
office to be a true and complete copy of the original thereof as filed or
recorded) is delivered to the Trustee or its designee on or before the Closing
Date.

            Neither the Trustee nor the Master Servicer shall be liable for any
failure by any Mortgage Loan Seller[s] or the Depositor to comply with the
delivery requirements of the related Mortgage Loan Purchase Agreement[s] and
this Section 2.01(b). Notwithstanding the foregoing, if any Mortgage Loan
Seller[s] fails, as to any Loan, to deliver a UCC Financing Statement assignment
on or before the Closing Date as required above solely because the related UCC
Financing Statement has not been returned to such Mortgage Loan Seller[s] by the
applicable filing or recording office, such Mortgage Loan Seller[s] shall not be
in breach of its obligations with respect to such delivery, provided that the
Mortgage Loan Seller[s] promptly forwards such UCC Financing Statement to the
Trustee (with a copy to the Master Servicer) upon its return from the applicable
filing or recording office, together with the related original UCC Financing
Statement assignment in a form appropriate for filing or recording.

            (c) Notwithstanding the foregoing, the Trustee (directly or through
its designee) shall, as to each Loan, use its best efforts to promptly (and in
any event no later than the later of (i) [120]

                                      -85-
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days after the Closing Date (or, in the case of a Qualified Substitute Mortgage
Loan, the related date of substitution) and (ii) [60] days from receipt of
documents in form suitable for recording or filing, as applicable, including,
without limitation, all necessary recording and filing information) cause to be
submitted for recording or filing, as the case may be, at the expense of the
related Mortgage Loan Seller[s], each assignment referred to in clauses (iii)
and (v) of the definition of "Mortgage File" and each UCC Financing Statement
assignment to the Trustee referred to in clause (xi) of the definition of
"Mortgage File." Unless otherwise indicated on any documents provided to the
Trustee, the Trustee shall file each such UCC Financing Statement assignment in
the state of incorporation or organization of the related Borrower; provided
that the related Mortgage Loan Seller[s] shall have filed, if necessary, an
initial UCC Financing Statement under the Revised Article 9 of the UCC in such
jurisdiction. Each such assignment shall reflect that it should be returned by
the public recording office to the Trustee following recording, and each such
UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee following filing. If any such document or
instrument is lost or returned unrecorded or unfiled because of a defect
therein, the Trustee shall prepare or cause to be prepared 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. The
Trustee shall seek reimbursement from the applicable Mortgage Loan Seller[s] for
any costs and expenses incurred in performing its obligation under this Section
2.01(c). The Depositor hereby represents and warrants that, as to any Loan, the
related Responsible Party is required to pay for such costs and expenses, as and
to the extent provided under Section 13 of the related Mortgage Loan Purchase
Agreement[s].

            Notwithstanding the foregoing, any Mortgage Loan Seller[s] may
elect, at its sole cost and expense, to engage a third party contractor to
prepare or complete in proper form for filing and recording any and all of the
assignments described in the immediately preceding paragraph, together with each
UCC Financing Statement assignment to the Trustee referred to in clause (xi) of
the definition of "Mortgage File," with respect to the Loans conveyed by the
related Mortgage Loan Seller[s] to the Depositor under the applicable Mortgage
Loan Purchase Agreement[s], to submit such assignments for filing and recording,
as the case may be, in the applicable public filing and recording offices and to
deliver such assignments to the Trustee or its designee (with a copy to the
Master Servicer) as such assignments (or certified copies thereof) are received
from the applicable filing and recording offices with evidence of such filing or
recording indicated thereon.

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller[s]'s possession relating to the Loans constituting the
related Servicing Files as of the Closing Date shall be delivered by the
Depositor (or the Depositor shall cause them to be delivered) to the Master
Servicer within [ten (10)] Business Days after the Closing Date and shall be
held by the Master 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 Master Servicer, on or
before the Closing Date, a fully executed original counterpart or copy of each
of the Mortgage Loan Purchase Agreement[s], 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 of the Mortgage Loan Seller[s] shall cause all
funds on deposit in escrow accounts maintained with respect to the Loans in the
name of such Mortgage Loan Seller[s] or any other name, to be transferred to the
Master Servicer (or a Sub-Servicer at the direction of the Master Servicer) for
deposit into Servicing Accounts.

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            (g) For purposes of this Section 2.01, and notwithstanding any
contrary provision hereof or of the definition of "Mortgage File," if there
exists with respect to any group of Crossed Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Loans in such group of Crossed Loans,
the inclusion of the original or certified copy of such document or instrument
in the Mortgage File for any of such Crossed Loans and the inclusion of a copy
of such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans shall be deemed to constitute the
inclusion of such original or certified copy in the Mortgage Files for each such
Crossed Loan.

            (h) Notwithstanding anything to the contrary in this Agreement, each
Mortgage Loan Purchase Agreement[s] provides that the related Mortgage Loan
Seller[s] shall deliver to the Master Servicer any original letters of credit
relating to the Loans being sold by such Mortgage Loan Seller[s], and the Master
Servicer shall hold such letters of credit on behalf of the Trustee.

            (i) Following consummation of the conveyance of the Loans by the
Depositor to the Trustee, the Depositor shall not take any action inconsistent
with the Trust Fund's ownership of the Loans, and if a third party, including a
potential purchaser of the Loans, should inquire, the Depositor shall promptly
indicate that the Loans have been sold and shall claim no ownership interest
therein.

            SECTION 2.02. Acceptance by Trustee. (a) The Trustee, by the
execution and delivery of this Agreement, acknowledges receipt by it, subject to
the provisions of Sections 2.01 and 2.02(d), to any exceptions noted on the
Trustee Exception Report, and to the further review provided for in Section
2.02(b), of the Notes, fully executed original counterparts of the Mortgage Loan
Purchase Agreement[s] and copies of all letters of credit and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such documents and any
other documents delivered or caused to be delivered by the Mortgage Loan
Seller[s] 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. All references to the
"Mortgage File" herein when used in connection with the duties or obligations of
the Trustee to hold or certify as to such Mortgage File, shall mean, in respect
of clause (xvi) of the definition thereof, a copy thereof. To the extent that
the contents of the Mortgage File for any A Loan relate to a corresponding
Junior Loan, the Trustee will also hold such Mortgage File in trust for the
benefit of the related Junior Loan Holder. The Trustee or any Custodian
appointed by the Trustee pursuant to Section 8.11 shall have no obligation to
maintain, extend the term of, enforce or otherwise pursue any rights under such
letter of credit which obligation the Master Servicer hereby undertakes. Any
costs of the assignment or amendment of any letter of credit required in order
for the Trustee to draw on such letter of credit pursuant to the terms of this
Agreement shall be an expense of the related Mortgage Loan Seller[s] under the
applicable Mortgage Loan Purchase Agreement[s] and shall not be an expense of
the Trust, the Trustee or the Master Servicer.

            (b) Within [60] days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing (in a certificate
substantially in the form of Exhibit J-1 hereto) to each of the Depositor, the
Master Servicer, the Special Servicer and the applicable Mortgage Loan Seller[s]
that, as to each Loan listed in the Mortgage Loan Schedule (other than any Loan
paid in full and any Loan specifically identified in any exception report
annexed thereto as not being covered by such certification), (i) all documents
specified in clauses (i) through (v), (ix) (without regard to the parenthetical
clause), (xi), (xii), (xvi) and (xviii) of the definition of "Mortgage File" are
in its possession, and (ii) all documents delivered or caused to be delivered by
the applicable Mortgage Loan Seller[s] constituting the related Mortgage File
have been received, appear to have been executed (with the exception of UCC
Financing Statements and assignments thereof), appear to be what they purport to
be,

                                      -87-
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purport to be recorded or filed (if recordation or filing is specified for such
document in the definition of "Mortgage File") and have not been torn, mutilated
or otherwise defaced, and that such documents appear to relate to the subject
Loan. Notwithstanding the foregoing, each Mortgage Loan Seller[s] shall deliver
copies or originals of the documents referred to in clauses (ii), (ix) and
(xviii) of the definition of "Mortgage File" to the Trustee and the original
letters of credit referenced in clause (xvi) of the definition of "Mortgage
File" to the Master Servicer (each of which shall notify the Trustee of the
receipt thereof), each within 30 days after the Closing Date. If such documents
are not delivered within 30 days, the applicable Mortgage Loan Seller[s] shall
have an additional [30] days to deliver such document or shall cure such failure
in accordance with Section 2.03.

            (c) The Trustee shall review each of the Loan Documents received
after the Closing Date; and, on or about [90] days following the Closing Date,
[180] days following the Closing Date, the first anniversary of the Closing
Date, [180] days following the first anniversary of the Closing Date, [270] days
following the first anniversary of the Closing Date and on the second
anniversary of the Closing Date, the Trustee shall, subject to Sections 2.01 and
2.02(d), certify in writing (in a certificate substantially in the form of
Exhibit J-2 hereto) to each of the Depositor, the Master Servicer, the Special
Servicer and the applicable Mortgage Loan Seller[s] that, as to each Loan listed
on the Mortgage Loan Schedule (excluding any Loan as to which a Liquidation
Event has occurred and any other Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) through (v), (ix) (without regard to the
parenthetical clause), (xi), (xii), (xvi) and (xviii) of the definition of
"Mortgage File" are in its possession, (ii) it has received either a recorded
original of each of the assignments specified in clause (iii) and clause (v) of
the definition of "Mortgage File," or, insofar as an unrecorded original thereof
had been delivered or caused to be delivered by the applicable Mortgage Loan
Seller[s], a copy of such recorded original certified by the applicable public
recording office or the applicable title insurance company to be true and
complete, and (iii) all such Loan Documents have been received, have been
executed (with the exception of UCC Financing Statements and assignments
thereof), appear to be what they purport to be, purport to be recorded or filed
(if recordation or filing is specified for such document in the definition of
"Mortgage File") and have not been torn, mutilated or otherwise defaced, and
that such documents relate to the subject Loan. The Trustee shall, upon request,
provide the Master Servicer with recording and filing information as to recorded
Mortgages, Assignments of Lease and UCC Financing Statements to the extent that
the Trustee receives them from the related recording and filing offices.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in any of
clauses (vi), (vii), (viii), (x), (xii) and (xiii) through (xxi) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, a Mortgage Loan Seller[s] or any other Person other than to the
extent identified on the related Mortgage Loan Schedule, (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Loans delivered to it to determine that the same are valid,
legal, effective, in recordable form, genuine, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face or (iii) to determine whether any omnibus assignment
specified in clause (v) or clause (vii) of the definition of "Mortgage File" is
effective under applicable law. The Trustee may assume for purposes of
certification pursuant to Section 2.02(b), that each Mortgage File should
include one state level UCC Financing Statement filing for each Loan.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that (a) any document required to be included
in the Mortgage File is not in its possession within the time required under the
applicable Mortgage Loan Purchase Agreement[s] or (b) such document has not been
properly executed or is otherwise defective on its face (each, a "Defect" in the
related Mortgage File), the Trustee shall promptly so notify the Depositor, the
Master Servicer, the Special Servicer and the applicable Mortgage Loan Seller[s]
(and, solely with respect to any Serviced

                                      -88-
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Loan Combination, the related Junior Loan Holder(s), as applicable), by
providing a written report (the "Trustee Exception Report") setting forth for
each affected Loan, with particularity, the nature of such Defect. The Trustee
shall not be required to verify the conformity of any document with the Mortgage
Loan Schedule, except that such documents have been properly executed or
received, have been recorded or filed (if recordation is specified for such
document in the definition of "Mortgage File"), appear to be related to the
Loans identified on the Mortgage Loan Schedule, appear to be what they purport
to be, or have not been torn, mutilated or otherwise defaced.

            (f) On each anniversary of the Closing Date until all exceptions
have been eliminated, the Trustee shall deliver an exception report as to any
remaining Defects or required Loan Documents that are not in its possession and
that it was required to review pursuant to Section 2.02(c).

            SECTION 2.03. Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Loans by the Responsible Parties for
Defects in Mortgage Files, Breaches of Representations and Warranties and Other
Matters.

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

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of 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 Loans in accordance
      with this Agreement; the Depositor has duly authorized the execution,
      delivery and performance of this Agreement, and has duly executed and
      delivered 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

                                      -89-
<PAGE>

      agency or instrumentality which would materially and adversely affect the
      validity of the Loans or the ability of the Depositor to carry out the
      transactions contemplated by this Agreement;

            (v) The Depositor's transfer of the Loans to the Trustee as
      contemplated herein is not subject to any bulk transfer or similar law in
      effect in any applicable jurisdiction;

            (vi) The Depositor is not transferring the Loans to the Trustee with
      any intent to hinder, delay or defraud its present or future creditors;

            (vii) The Depositor has been solvent at all relevant times prior to,
      and will not be rendered insolvent by, its transfer of the Loans to the
      Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the Loans to the
      Trustee, pursuant to Section 2.01(a), the value of the Depositor's assets,
      either taken at their present fair saleable value or at fair valuation,
      will exceed the amount of the Depositor's debts and obligations, including
      contingent and unliquidated debts and obligations of the Depositor, and
      the Depositor will not be left with unreasonably small assets or capital
      with which to engage in and conduct its business;

            (ix) The Depositor does not intend to, and does not believe that it
      will, incur debts or obligations beyond its ability to pay such debts and
      obligations as they mature;

            (x) No proceedings looking toward merger, liquidation, dissolution
      or bankruptcy of the Depositor are pending or contemplated;

            (xi) Immediately prior to the transfer of the Loans to the Trustee
      for the benefit of the Certificateholders pursuant to this Agreement, the
      Depositor had such right, title and interest in and to each Loan as was
      transferred to it by the related Mortgage Loan Seller[s] pursuant to the
      related Mortgage Loan Purchase Agreement[s];

            (xii) The Depositor has not transferred any of its right, title and
      interest in and to the Loans to any Person other than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the Loans to the Trustee for the benefit of the
      Certificateholders free and clear of any and all liens, pledges, charges,
      security interests and other encumbrances created by or through the
      Depositor; and

            (xiv) Except for any actions that are the express responsibility of
      another party hereunder or under any Mortgage Loan Purchase Agreement[s],
      and further except for actions that the Depositor is expressly permitted
      to complete subsequent to the Closing Date, the Depositor has taken all
      actions required under applicable law to effectuate the transfer of all of
      its right, title and interest in and to the Loans to the Trustee.

            (b) If any Certificateholder, the Master Servicer, the Special
Servicer or the Trustee discovers or receives notice of a Defect or a breach of
any representation or warranty made, or required to be made, with respect to a
Loan by any Mortgage Loan Seller[s] pursuant to the related Mortgage Loan
Purchase Agreement[s] (a "Breach"), it shall give notice to the Master Servicer,
the Special Servicer and the Trustee. If the Master Servicer or the Special
Servicer determines that such Defect or Breach materially and adversely affects
the value of any Loan or REO Loan or the interests of the Holders of any Class
of Certificates (any such Defect or Breach, a "Material Document Defect" or a
"Material Breach,"

                                      -90-
<PAGE>

respectively), it shall give prompt written notice of such Defect or Breach to
the Depositor, the Trustee, the Master Servicer, the Special Servicer and the
applicable Responsible Party and shall request that such Responsible Party, not
later than the earlier of 90 days from the receipt by the applicable Responsible
Party of such notice or discovery by such Responsible Party of such Defect or
Breach (subject to the second succeeding paragraph, the "Initial Resolution
Period"), (i) cure such Defect or Breach in all material respects, (ii)
repurchase the affected Loan at the applicable Purchase Price in conformity with
the related Mortgage Loan Purchase Agreement[s] or (iii) substitute a Qualified
Substitute Mortgage Loan for such affected Loan (provided that in no event shall
such substitution occur later than the second anniversary of the Closing Date)
and pay to the Master Servicer for deposit into the Collection Account any
Substitution Shortfall Amount in connection therewith in conformity with the
related Mortgage Loan Purchase Agreement[s]; provided, however, that if (i) such
Material Document Defect or Material Breach is capable of being cured but not
within the Initial Resolution Period, (ii) such Material Document Defect or
Material Breach is not related to any Loan's not being a "qualified mortgage"
within the meaning of the REMIC Provisions and (iii) the applicable Responsible
Party has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach within the Initial Resolution Period, then
the applicable Responsible Party shall have an additional 90 days to cure such
Material Document Defect or Material Breach, provided that the applicable
Responsible Party has delivered to the Master Servicer, the Special Servicer,
the Rating Agencies and the Trustee an officer's certificate from an officer of
the applicable Responsible Party that describes the reasons that the cure was
not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates that the
cure will be effected within the additional 90-day period. Notwithstanding the
foregoing, if there exists a Breach of any representation or warranty with
respect to a Loan on the part of a Mortgage Loan Seller[s] set forth in, or made
pursuant to, Section 6(a) of the related Mortgage Loan Purchase Agreement[s]
relating to whether or not the Loan Documents or any particular Loan Document
requires the related Borrower to bear the costs and expenses associated with any
particular action or matter under such Loan Document(s), then the applicable
Responsible Party shall cure such Breach within the Initial Resolution Period by
reimbursing the Trust Fund by wire transfer to the Collection Account the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Borrower, provided,
however, that in the event any such costs and expenses exceed $10,000, the
applicable Responsible Party shall have the option to either repurchase such
Loan at the applicable Purchase Price, replace such Loan and pay the applicable
Substitution Shortfall Amount or pay such costs. Except as provided in the
proviso to the immediately preceding sentence, the applicable Responsible Party
shall make such deposit and upon its making such deposit, the applicable
Responsible Party shall be deemed to have cured such Breach in all respects.
Provided such payment is made, the second preceding sentence describes the sole
remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Breach, and the applicable Responsible Party shall not be
obligated to repurchase, substitute or otherwise cure such Breach under any
circumstances.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" (unless cured as contemplated by Section 2.02(b))
and to be conclusively presumed to materially and adversely affect the interests
of the Holders of a Class of Certificates and the value of a Loan or any
successor REO Loan with respect thereto: (a) the absence from the Mortgage File
of the original signed Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity; (b) the absence from the Mortgage File of the
original signed Mortgage, unless there is included in the Mortgage File a
certified copy of the Mortgage as recorded or as sent for recordation,

                                      -91-
<PAGE>

together with a certificate stating that the original signed Mortgage was sent
for recordation, or a copy of the Mortgage and the related recording
information; (c) the absence from the Mortgage File of the item called for by
clause (ix) of the definition of Mortgage File; (d) the absence from the
Mortgage File of any intervening assignment required to create an effective
assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment as recorded or
as sent for recordation, together with a certificate stating that the original
intervening assignment was sent for recordation; (e) the absence from the
Mortgage File of any required original letter of credit (as required in the
parenthetical exception in the first paragraph of Section 2.01(b)), provided
that such Defect may be cured by the provision of a substitute letter of credit
or a cash reserve; or (f) the absence from the Mortgage File of the original or
a copy of any required ground lease. Failure to include a document checklist in
a Mortgage File shall in no event constitute a Material Document Defect.

            Any Defect or Breach which causes any Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code) shall be deemed
to materially and adversely affect the interests of the Holders of a Class of
Certificates, and the Initial Resolution Period for the affected Loan shall be
90 days following the earlier of the related Responsible Party's receipt of
notice (pursuant to this Section 2.03(b)) with respect to, and its discovery of,
such Defect or Breach (which period shall not be subject to extension).

            If any Loan is to be repurchased by reason of a Material Breach or a
Material Document Defect with respect thereto, the Master Servicer shall
designate the Collection Account as the account into which funds in the amount
of the Purchase Price are to be deposited by wire transfer.

            If (x) a Loan is to be repurchased or substituted for as
contemplated above, (y) such Loan is a Crossed Loan and (z) the applicable
Defect or Breach does not otherwise constitute a Material Document Defect or a
Material Breach, as the case may be, as to any related Crossed Loan, then the
applicable Defect or Breach shall be deemed to constitute a Material Document
Defect or a Material Breach as to any related Crossed Loan for purposes of the
above provisions, and the applicable Responsible Party shall be required to
repurchase or substitute for the related Crossed Loan in accordance with the
provisions above unless the Crossed Loan Repurchase Criteria would be satisfied
if the applicable Responsible Party were to repurchase or substitute for only
the affected Crossed Loans as to which a Material Document Defect or Material
Breach had occurred without regard to this paragraph, and in the case of either
such repurchase or substitution, all of the other requirements set forth in this
Section 2.03 applicable to a repurchase or substitution, as the case may be,
would be satisfied. In the event that the Crossed Loan Repurchase Criteria would
be so satisfied, the applicable Responsible Party may elect either to repurchase
or substitute for only the affected Crossed Loan as to which the Material
Document Defect or Material Breach exists or to repurchase or substitute for all
the Crossed Loans in the subject Crossed Group. The determination of the Special
Servicer as to whether the Crossed Loan Repurchase Criteria have been satisfied
shall be conclusive and binding in the absence of manifest error. The Special
Servicer will be entitled to cause to be delivered, or direct the applicable
Responsible Party to cause to be delivered, to the Master Servicer, an Appraisal
of any or all of the related Mortgaged Properties for purposes of determining
whether clause (ii) of the definition of Crossed Loan Repurchase Criteria has
been satisfied, in each case at the expense of the applicable Responsible Party
if the scope and cost of the Appraisal are approved by the applicable
Responsible Party (such approval not to be unreasonably withheld).

            With respect to any Crossed Loan conveyed hereunder, to the extent
that the applicable Responsible Party repurchases an affected Crossed Loan in
the manner prescribed above while the Trustee continues to hold any related
Crossed Loans, the related Responsible Party and the Depositor have agreed in
the Mortgage Loan Purchase Agreement[s] to modify, upon such repurchase or
substitution, the related Loan Documents in a manner such that such affected
Crossed Loan repurchased or substituted by the related Responsible Party, on the
one hand, and any related Crossed Loans held by the Trustee, on the other, would
no longer be cross-defaulted or cross-collateralized with one another; provided
that the applicable Responsible Party shall have furnished the Trustee, at its
expense, with an Opinion of Counsel that such modification shall not cause an
Adverse REMIC Event; provided, further, that if such Opinion cannot be
furnished, the applicable Responsible Party and the Depositor have agreed

                                      -92-
<PAGE>

in the Mortgage Loan Purchase Agreement[s] that such repurchase or substitution
of only the affected Crossed Loan, notwithstanding anything to the contrary
herein, shall not be permitted and the responsible Party shall repurchase or
substitute for the affected Crossed Loan and all related Crossed Loans. Any
reserve or other cash collateral or letters of credit securing the Crossed Loans
shall be allocated between such Loans in accordance with the Loan Documents. All
other terms of such Loans shall remain in full force and effect, without any
modification thereof.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Document Defect with respect to one or more Mortgaged Properties (but
not all of the Mortgaged Properties) with respect to a Loan, the applicable
Responsible Party will not be obligated to repurchase or substitute for the Loan
if the affected Mortgaged Property may be released pursuant to the terms of any
partial release provisions in the related Loan Documents and the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan
Documents and (i) the applicable Responsible Party provides an Opinion of
Counsel to the effect that such partial release would not cause an Adverse REMIC
Event to occur, (ii) such Responsible Party pays (or causes to be paid) the
applicable release price required under the Loan Documents and, to the extent
not covered by such release price, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the Master Servicer,
the Special Servicer, the Trustee or the Trust Fund and (iii) such cure by
release of such Mortgaged Property is effected within the time periods specified
for cures of Material Breaches or Material Defects in this Section 2.03(b).

            In connection with any repurchase of or substitution for a Loan
contemplated by this Section 2.03, the Trustee, the Master Servicer and the
Special Servicer shall each tender to or at the direction of the applicable
Responsible Party, upon delivery to each of the Trustee, the Master Servicer and
the Special Servicer of a trust receipt executed by such Responsible Party, all
portions of the Mortgage File, the Servicing File and other documents pertaining
to such Loan possessed by it, and each document that constitutes a part of the
related Mortgage File that was endorsed or assigned to the Trustee, shall be
endorsed or assigned, as the case may be, to such Responsible Party in the same
manner as provided in Section 7 of the related Mortgage Loan Purchase
Agreement[s]. The Master Servicer (or, in the case of a Specially Serviced Loan,
the Special Servicer) shall notify the related Junior Loan Holder(s) of any
repurchase or substitution regarding any A Loan.

            In connection with a repurchase of a Loan or the substitution of a
Qualified Substitute Mortgage Loan for a Loan pursuant to the first paragraph of
this Section 2.03(b), Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) after the Due Date in the month of
substitution, and Monthly Payments due with respect to each Loan being
repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to
the related date of repurchase or substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if
any) on or prior to the Due Date in the month of substitution, and Monthly
Payments due with respect to each Loan being repurchased or replaced and
received by the Master Servicer or the Special Servicer on behalf of the Trust
after the related date of repurchase or substitution, shall not be part of the
Trust Fund and are to be remitted by the Master Servicer to the applicable
Responsible Party promptly following receipt.

            Section 7 of each of the Mortgage Loan Purchase Agreement[s]
provides the sole remedy available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Defect or Breach.

            If the applicable Responsible Party defaults on its obligations to
repurchase any Loan as contemplated by this Section 2.03(b), the Trustee shall
promptly notify the Certificateholders, the Rating Agencies, the Swap
Counterparty, the Master Servicer and the Special Servicer (and any related
Junior

                                      -93-
<PAGE>

Loan Holder) of such default. The Trustee shall (and the Special Servicer may)
enforce the obligations of each Responsible Party under Section 7 of the related
Mortgage Loan Purchase Agreement[s]. 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 if it were, in its individual capacity, the
owner of the affected Loan(s). The Trustee (or the Special Servicer, if
applicable) shall be reimbursed for the reasonable costs of such enforcement:
first, from a specific recovery of costs, expenses or attorneys' fees against
the defaulting Responsible Party; second, pursuant to Section 3.05(a) 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) out of general collections on the
Loans on deposit in the Collection Account.

            If the applicable Responsible Party incurs any expense in connection
with the curing of a Breach which also constitutes a default under the related
Loan, such Responsible Party shall have a right, and shall be subrogated to the
rights of the Trustee, as successor to the mortgagee, to recover the amount of
such expenses from the related Borrower; provided, however, that such
Responsible Party's rights pursuant to this paragraph shall be junior, subject
and subordinate to the rights of the Trust Fund to recover amounts owed by the
related Borrower under the terms of such Loan, including the rights to recover
unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trust Fund
allocable to such Loan; and provided, further, that in the event and to the
extent that such expenses of such Responsible Party in connection with any Loan
exceed five percent of the then outstanding principal balance of such Loan, then
such Responsible Party's rights to reimbursement pursuant to this paragraph with
respect to such Loan and such excess expenses shall not be exercised until the
payment in full of such Loan (as such Loan may be amended or modified pursuant
to the terms of this Agreement). Notwithstanding any other provision of this
Agreement to the contrary, the Master Servicer shall not have any obligation
pursuant to this Agreement to collect such reimbursable amounts on behalf of
such Responsible Party; provided, however, that the preceding clause shall not
operate to prevent the Master Servicer from using reasonable efforts, exercised
in the Master Servicer's sole discretion, to collect such amounts to the extent
consistent with the Servicing Standard; provided, further, that the Master
Servicer may condition its collection efforts on behalf of the Responsible Party
upon receiving assurances from such Responsible Party satisfactory to the Master
Servicer consistent with the Servicing Standard that the Master Servicer will be
paid or reimbursed, and the Master Servicer, the Special Servicer, the Trustee
and the Trust Fund will be held harmless, by such Responsible Party with respect
to all out-of-pocket costs, expenses and losses incurred in connection with or
arising out of such collection efforts by the Master Servicer. A Responsible
Party may pursue its rights to reimbursement of such expenses directly against
the Borrower, by suit or otherwise, provided that (i) the Master Servicer or,
with respect to a Specially Serviced Loan, the Special Servicer determines in
the exercise of its sole discretion consistent with the Servicing Standard that
such actions by such Responsible Party will not impair the Master Servicer's
and/or the Special Servicer's collection or recovery of principal, interest and
other sums due with respect to the subject Loan and/or Junior Loan, which would
otherwise be payable to the Master Servicer, the Special Servicer, the Trustee,
the Certificateholders and any related Junior Loan Holder pursuant to the terms
of this Agreement, (ii) such actions will not include an involuntary bankruptcy,
receivership or insolvency proceeding against the Borrower, (iii) such actions
will not include the foreclosure or enforcement of any lien or security interest
under the related Mortgage or other Loan Documents and (iv) such actions will
not result in the imposition of an additional lien against the Mortgaged
Property.

                                      -94-
<PAGE>

            SECTION 2.04. Issuance of Uncertificated Lower-Tier Interests;
Execution of Certificates.

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Loans and the delivery of the Mortgage Files and
fully executed original counterparts of the Mortgage Loan Purchase Agreement[s],
together with the assignment to it of all other assets included in the Trust
Fund. Concurrently with such assignment and delivery, the Trustee (i) hereby
declares that it holds the Loans, exclusive of Excess Interest [and Broker Strip
Interest] thereon, on behalf of the Lower-Tier REMIC and the Holders of the
Certificates, (ii) acknowledges the issuance of the Uncertificated Lower-Tier
Interests (together with the residual interest in the Lower-Tier REMIC, which
will be evidenced by the Class R Certificates), in exchange for the Loans,
exclusive of Excess Interest [and Broker Strip Interest] thereon, receipt of
which is hereby acknowledged, and (iii) pursuant to the written request of the
Depositor executed by an officer of the Depositor, acknowledges that (A) it has
executed and caused the Certificate Registrar to authenticate and to deliver to
or upon the order of the Depositor, in exchange for the Loans (exclusive of
Excess Interest [and Broker Strip Interest] thereon) and the Uncertificated
Lower-Tier Interests, the Regular Certificates [(other than the Class [A-2FL]
Certificates)] [and the Class [A-2FL] Regular Interest] and the Class R
Certificates, [and] (B) it has executed and caused the Certificate Registrar to
authenticate and to deliver to or upon the order of the Depositor, in exchange
for the Excess Interest, the Class V Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of all such Certificates [and
(C) it has executed and caused the Certificate Registrar to authenticate and to
deliver to or upon the order of the Depositor, in exchange for the Class [A-2FL]
Regular Interest and the Swap Agreement, the Class [A-2FL] Certificates], and
the Depositor hereby acknowledges the receipt by it or its designees, of all
such Certificates.

                                      -95-
<PAGE>

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            SECTION 3.01. General Servicing Matters.

            (a) Each of the Master Servicer and the Special Servicer shall
diligently service and administer the Loans (and, if a Loan is part of a
Serviced Loan Combination, the related Junior Loan(s), if any) (and, in the case
of the Special Servicer, any related REO Properties) that it is obligated to
service and administer pursuant to this Agreement on behalf of the Trustee and
in the best interests of and for the benefit of the Certificateholders (and, in
the case of a Serviced Loan Combination, the related Junior Loan Holder(s), if
any, taken as a collective whole), taking into consideration the subordinate
nature of the Junior Loans), as determined by the Master Servicer or the Special
Servicer, as the case may be, in its reasonable judgment, in accordance with
applicable law, the terms of the respective Loans (and, if a Loan is part of a
Serviced Loan Combination, the terms of the related Junior Loan(s), if any), and
any related intercreditor, co-lender and/or similar agreement(s) and, to the
extent consistent with the foregoing, further as follows (the "Servicing
Standard"):

            (i) (A) in the same manner in which, and with the same care, skill,
      prudence and diligence with which the Master Servicer or the Special
      Servicer, as the case may be, services and administers similar mortgage
      loans for other third-party portfolios or securitization trusts, giving
      due consideration to the customary and usual standards of practice of
      prudent institutional commercial and multifamily mortgage loan servicers
      servicing mortgage loans for third parties, and (B) with the same care,
      skill, prudence and diligence with which the Master Servicer or the
      Special Servicer, as the case may be, services and administers commercial
      and multifamily mortgage loans, if any, owned by the Master Servicer or
      the Special Servicer, as the case may be, whichever standard is higher;

            (ii) with a view to the timely recovery of principal and interest on
      a net present value basis on such Loans and any such Junior Loan or, if
      any such Loan or any such Junior Loan comes into and continues in default
      and if, in the good faith and reasonable judgment of the Special Servicer,
      no satisfactory arrangements can be made for the collection of the
      delinquent payments, the maximization of the recovery on such Loan to the
      Trust and Certificateholders (as a collective whole) (or in the case of a
      Serviced Loan Combination, the maximization of recovery on such Serviced
      Loan Combination, to the Trust and Certificateholders and the related
      Junior Loan Holder(s), all taken as a collective whole) on a present value
      basis; and

            (iii) without regard to:

                  (A) any relationship that the Master Servicer or the Special
            Servicer, as the case may be, or any Affiliate thereof may have with
            the related Borrower, any Mortgage Loan Seller[s] or any other party
            to this Agreement,

                  (B) the ownership of any Certificate, mezzanine loan or
            subordinate debt, or of any Junior Loan or interest therein, by the
            Master Servicer or the Special Servicer, as the case may be, or by
            any Affiliate thereof,

                  (C) the Master Servicer's obligation to make Advances,

                                      -96-
<PAGE>

                  (D) the Special Servicer's obligation to request that the
            Master Servicer make Servicing Advances,

                  (E) the right of the Master Servicer (or any Affiliate
            thereof) or the Special Servicer (or any Affiliate thereof), as the
            case may be, to receive reimbursement of costs, or the sufficiency
            of any compensation payable to it, or with respect to any particular
            transaction,

                  (F) the ownership, servicing or management for others of any
            other mortgage loans or mortgaged properties by the Master Servicer
            or the Special Servicer, as the case may be, or any Affiliate of the
            Master Servicer or the Special Servicer, as the case may be,

                  (G) any obligation of the Master Servicer or any of its
            Affiliates (in their capacity as a Mortgage Loan Seller[s]) to cure
            a breach of a representation or warranty or repurchase the mortgage
            loan, or

                  (H) any debt that the Master Servicer or the Special Servicer
            or any Affiliate of the Master Servicer or the Special Servicer, as
            applicable, has extended to any Borrower.

            Without limiting the foregoing, subject to Section 3.21, (i) the
Master Servicer shall be obligated to service and administer all Loans and any
related Junior Loans which, in each case, do not constitute Specially Serviced
Loans and (ii) the Special Servicer shall be obligated to service and administer
all Loans and any related Junior Loans as to which a Servicing Transfer Event
has occurred and is continuing ("Specially Serviced Loans") and any REO Property
acquired in respect of any such Loan or Junior Loan. Notwithstanding the
foregoing, the Master Servicer shall continue to make all calculations, and
prepare, and deliver to the Trustee, all reports required to be prepared by the
Master Servicer hereunder with respect to the Loans and/or Junior Loans that
constitute Specially Serviced Loans as if no Servicing Transfer Event had
occurred and with respect to the REO Properties (and the related REO Loans)
related to such Loans and/or Junior Loans as if no REO Acquisition had occurred,
and to render such incidental services with respect to such Specially Serviced
Loans and REO Properties as are specifically provided for herein; provided,
however, that the Master 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 information to the Master Servicer that is sufficient for
the Master Servicer to comply with such duties or from a failure of the Special
Servicer to prepare and deliver to the Master Servicer reports required
hereunder to be delivered by the Special Servicer to the Master Servicer. Each
Loan and Junior Loan that becomes a Specially Serviced Loan shall continue as
such until satisfaction of the conditions specified in Section 3.21(a).

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Loans (and, in the case of a Serviced Loan
Combination, the terms of the related Junior Loan(s) and the related
Intercreditor Agreement), the Master Servicer and, with respect to the Specially
Serviced Loans, 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 Master 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, the Junior Loan Holders and the Trustee or any of them, with
respect to each Loan or Junior Loan it is obligated to service under this
Agreement, 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

                                      -97-
<PAGE>

on the related Mortgaged Property and related collateral; 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 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 execute and furnish to the Master Servicer and Special Servicer
any limited powers of attorney and other documents prepared by the Master
Servicer or the Special Servicer, as the case may be, necessary or appropriate
to enable the Master 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 Master Servicer or the Special
Servicer; provided, further, notwithstanding anything contained herein to the
contrary, neither the Master Servicer nor the Special Servicer shall, without
the Trustee's written consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity; or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

            (c) The relationship of the Master Servicer and the Special Servicer
to the Trustee and, unless they are the same Person, one another under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or, except as specifically set forth
herein, agent.

            (d) Pursuant to the related Intercreditor Agreement, each Junior
Loan Holder has agreed that the Master Servicer and the Special Servicer are
authorized and obligated to service and administer the subject Junior Loan
pursuant to this Agreement. The Master Servicer shall be entitled, during any
period when any Junior Loan included in a Serviced Loan Combination does not
constitute a Specially Serviced Loan, to exercise the rights and powers granted
under the corresponding Intercreditor Agreement(s) to the holder of the
applicable Loan or to any servicer appointed thereby or acting on its behalf,
subject to the limitations of such Intercreditor Agreement and to the rights and
powers of the related Junior Loan Holder(s) under such Intercreditor Agreement.

            (e) [In the event that a CBA A/B Material Default occurs with
respect to any CBA A/B Loan Pair, and for so long as such CBA A/B Material
Default shall be continuing, the Master Servicer and/or the Special Servicer, as
applicable, shall be obligated to service, subject to the terms and conditions
of the related CBA A/B Intercreditor Agreement, the related CBA B Loan, on
behalf of the related Junior Loan Holder, and all references herein to "Junior
Loan" (and, if the related A Loan is a Specially Serviced Loan, all references
herein to "Specially Serviced Loan"), other than provisions pertaining to the
making of Advances, shall include such CBA B Loan.]

            SECTION 3.02. Collection of Loan Payments.

            (a) The Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Loans (and any Serviced Loan Combination(s)) it is obligated
to service hereunder, and shall follow such collection procedures as are
consistent with this Agreement (including, without limitation, the Servicing
Standard). Consistent with the foregoing, the Master Servicer or the Special
Servicer may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Loan (or a Serviced Loan Combination) it is obligated to
service hereunder.

            (b) All amounts collected on any Loan or Junior Loan, including
payments from Borrowers, Insurance and Condemnation Proceeds or Liquidation
Proceeds shall be applied to amounts due and owing under the related Note and
Mortgage (including any modifications to either of them) in accordance with the
express provisions of such Note and Mortgage (unless a payment default exists

                                      -98-
<PAGE>

thereunder and the related Note and Mortgage permit application in the order and
priority determined by the lender) and, in the absence of such express
provisions (and, in the case of each related Junior Loan included in any
Serviced Loan Combination, subject to the terms of the related Intercreditor
Agreement), shall be applied (after payment to the Master Servicer, [the holder
of the related Excess Servicing Strip,] any related Primary Servicer, [any
related Broker Strip Payee,] the Special Servicer, and/or the Trustee for any
related Master Servicing Fees [(net of the related Excess Servicing Strip)],
[Excess Servicing Strip,] Primary Servicing Fees, [Broker Strip Interest,]
Special Servicing Fees and Trustee Fees, the application to any related
outstanding P&I Advances and/or Servicing Advances, application to recoveries of
Nonrecoverable Advances and interest thereon or Workout-Delayed Reimbursement
Amounts and interest thereon (in each case, that were paid from principal
collections on the Loans and resulted in principal distributed to the
Certificateholders being reduced), and payment of interest on all such Advances
from such Loan): first, as a recovery of accrued and unpaid interest on such
Loan or Junior Loan, as the case may be, at the related Mortgage Rate (less
portions thereof payable to the Master Servicer, [the holder of the related
Excess Servicing Strip,] [the Broker Strip Payees,] the Special Servicer, the
Trustee, or, if applicable, the related Primary Servicer) 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 Loan or Junior Loan, as the case may be; third,
to the payment of Yield Maintenance Charges; and fourth, any other amounts due
and owing under such Loan or Junior Loan, as the case may be (the application to
such other amounts to be made in the discretion of the Master Servicer
(exercised in accordance with the Servicing Standard)). Notwithstanding the
terms of any Loan or Junior Loan, the Master Servicer shall not be entitled to
the payment of any Penalty Charge in excess of outstanding interest on Advances
made with respect to such Loan or Junior Loan, until and except to the extent
that (i) all reserves required to be established with the Master Servicer and
then required to be funded pursuant to the terms of such Loan or Junior Loan
have been so funded, (ii) all payments of principal and interest then due on
such Loan or Junior Loan have been paid and (iii) all related operating
expenses, if applicable, have been paid to the related Lock-Box or reserved for
pursuant to the related Lock-Box Agreement. In no event shall any collections on
any ARD Loan be allocated to the payment of Excess Interest until all principal
and interest (other than Excess Interest) due, or to become due, under such ARD
Loan have been paid in full and any Advances related to such ARD Loan (together
with interest thereon) are reimbursed. Amounts collected on any REO Loan shall
be deemed to be applied in accordance with the definition thereof.

            (c) If the Master Servicer or the Special Servicer receives, or
receives notice from the related Borrower that it will be receiving, Excess
Interest in any Due Period, the Master Servicer or the Special Servicer, as
applicable, shall, to the extent Excess Interest is not otherwise reported on
the CMSA Loan Periodic Update File, promptly notify the Trustee in writing.

            (d) Subject to Section 3.20, the Master Servicer shall not accept a
Principal Prepayment of any Loan by the related Borrower on any date other than
a Due Date if accepting such payment would cause a Prepayment Interest
Shortfall, unless the Borrower is permitted to make such prepayment pursuant to
the terms of the related Loan Documents, the prepayment results from a payment
of insurance proceeds or condemnation proceeds or the prepayment must be
accepted under applicable law or court order. If the Master Servicer accepts a
Principal Prepayment of any Loan by the Borrower on any date other than a Due
Date which causes a Prepayment Interest Shortfall (unless such Principal
Prepayment is in respect of (i) a Specially Serviced Loan, (ii) a payment of
insurance proceeds or condemnation proceeds, (iii) a payment subsequent to a
default under the related Loan Documents (provided the Master Servicer
reasonably believes that acceptance of such payment is consistent with the
Servicing Standard and the Master Servicer has obtained the consent of the
Special Servicer), (iv) a payment pursuant to applicable law or court order, (v)
a payment the related Borrower is permitted to make under the terms of the
related Loan Documents or (vi) a payment accepted by the Master Servicer at the
request of or with the consent of the Directing Certificateholder), the Master
Servicer shall remit to the Trustee on or before 1:00 p.m., New York City time,
on the related Master Servicer Remittance Date

                                      -99-
<PAGE>

for deposit in the Distribution Account, in an amount equal to any Prepayment
Interest Shortfall resulting from such Principal Prepayment. In addition, if an
Uncovered Prepayment Interest Shortfall occurs in respect of any Loan during any
Due Period, and if the Master Servicer in respect of such Loan receives any
Prepayment Interest Excesses during that same Due Period in respect of other
Loans, then such Prepayment Interest Excesses shall be applied to offset such
Uncovered Prepayment Interest Shortfall to the maximum extent possible and shall
not be available as additional servicing compensation.

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

            (a) The Master Servicer shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments received by
it with respect to the Loans and/or Junior Loans shall be deposited and
retained, and shall administer such Servicing Accounts in accordance with the
related Loan Documents and the terms of any related Intercreditor Agreement.
Each Servicing Account shall be maintained in accordance, or not inconsistent,
with the requirements of the related Loan or Junior Loan and in accordance with
the Servicing Standard in an Eligible Account. Funds on deposit in the Servicing
Accounts may be invested in Permitted Investments in accordance with the
provisions of Section 3.06. Withdrawals of amounts so deposited from a Servicing
Account may be made only to: (i) effect payment of real estate taxes,
assessments, Insurance Policy premiums, ground rents (if applicable) and other
items for which funds have been escrowed in the Servicing Accounts; (ii)
reimburse the Master Servicer or the Trustee for any Servicing Advances and
interest thereon; (iii) refund to Borrowers any sums as may be determined to be
overages; (iv) pay interest to Borrowers on balances in the Servicing Account,
if required by applicable law or the terms of the related Loan Documents and as
described below or, if not so required, to the Master Servicer pursuant to
clause (vii) below; (v) withdraw amounts deposited in error; (vi) clear and
terminate the Servicing Accounts at the termination of this Agreement in
accordance with Section 9.01; (vii) pay the Master Servicer, as additional
servicing compensation in accordance with Section 3.11(a), interest and
investment income earned in respect of amounts relating to the Trust Fund held
in the Servicing Accounts maintained by the Master Servicer as provided in
Section 3.06(b) (but only to the extent of the Net Investment Earnings with
respect to the Servicing Accounts maintained by the Master Servicer for the
relevant period and to the extent not required by law or the terms of the
related Loan Documents to be paid to the Borrowers); and (viii) following a
default on the related Loan or Serviced Loan Combination, for application to
amounts due thereunder (to the extent permitted by the related Loan Documents
and applicable law).

            (b) The Special Servicer, in the case of REO Properties, and the
Master Servicer, in the case of Loans and Junior Loans that do not constitute
REO Loans, shall maintain accurate records with respect to each related REO
Property or Mortgaged Property, as applicable, reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien
thereon (including related penalty or interest charges) and the status of
Insurance Policy premiums and any ground rents payable in respect thereof and
the status of any letters of credit. The Special Servicer, in the case of REO
Properties, and the Master Servicer, in the case of Loans and Junior Loans that
do not constitute REO Loans, shall obtain all bills for the payment of such
items (including renewal premiums) and shall effect payment thereof from the
related REO Account or Servicing Account, as applicable, and, if such amounts
are insufficient to pay such items in full, the Master Servicer shall make a
Servicing Advance prior to the applicable penalty or termination date, as
allowed under the terms of the related Loan Documents and, in any event,
consistent with the Servicing Standard. Notwithstanding anything to the contrary
in the preceding sentence, with respect to Loans and Junior Loans that do not
provide for escrows for the payment of taxes and assessments, the Master
Servicer shall make a Servicing Advance for the payment of such items upon the
earlier of (i) [five] Business Days after the Master Servicer has received
confirmation that such item has not been paid and (ii) the earlier of (A) [30]
days after the date such payments first become due and (B) [five] Business Days
before the scheduled date of foreclosure of any

                                     -100-
<PAGE>

lien arising from nonpayment of such items. In no event shall the Master
Servicer or the Special Servicer be required to make any such Servicing Advance
that would, if made, be a Nonrecoverable Servicing Advance. To the extent that a
Loan or Serviced Loan Combination does not require a Borrower to escrow for the
payment of real estate taxes, assessments, Insurance Policy premiums, ground
rents (if applicable) and similar items, the Special Servicer, in the case of
REO Properties, and the Master Servicer, in the case of all Loans and Junior
Loans that do not constitute REO Loans shall use reasonable efforts consistent
with the Servicing Standard to require that payments in respect of such items be
made by the Borrower at the time they first become due.

            (c) In accordance with the Servicing Standard and for all Loans and
Junior Loans (other than with respect to any such Loan or Junior Loan after the
related principal balance thereof has been reduced to zero), the Master Servicer
shall make a Servicing Advance with respect to each related Mortgaged Property
(including any REO Property) of all such funds as are necessary for the purpose
of effecting the payment of (without duplication) (i) ground rents (if
applicable), (ii) premiums on Insurance Policies, (iii) operating, leasing,
managing and liquidation expenses for REO Properties, (iv) environmental
inspections, (v) real estate taxes, assessments and other similar items that are
or may become a lien thereon, (vi) the costs and expenses (including attorneys'
fees and expenses) of any enforcement or judicial proceedings, including
foreclosure and similar proceedings, and (vii) any other amount specifically
required to be paid as a Servicing Advance hereunder, if and to the extent
monies in the Servicing Accounts are insufficient to pay such item when due and
the related Borrower has failed to pay such item on a timely basis, provided
that the Master Servicer shall not be required to make any such Advance that
would, if made, constitute a Nonrecoverable Servicing Advance.

            With respect to each Loan and Junior Loan and each related REO
Property, the Special Servicer shall give the Master Servicer and the Trustee
not less than [five] Business Days' notice before the date on which the Master
Servicer is required to make any Servicing Advance with respect to such Loan or
Junior Loan or any related 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; provided, further, that the
Special Servicer shall not be entitled to make such a request (other than for
Servicing Advances required to be made on an urgent or emergency basis) to the
Master Servicer more frequently than once per calendar month (although such
request may relate to more than one Servicing Advance). The Master Servicer may
pay the aggregate amount of such Servicing Advances listed on a monthly request
to the Special Servicer, in which case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. In addition, the Special Servicer
shall provide the Master Servicer and the Trustee with any information in its
possession (including any information that the Master Servicer or the Trustee,
as applicable, may reasonably request) to enable the Master Servicer or the
Trustee, as applicable, to determine whether a requested Servicing Advance would
constitute a Nonrecoverable Servicing Advance. Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be
a determination by the Special Servicer that such requested Servicing Advance is
not a Nonrecoverable Servicing Advance, and the Master Servicer shall be
entitled to conclusively rely on such determination, provided that such
determination shall not be binding upon the Master Servicer. On the [fourth]
Business Day before each Distribution Date, the Special Servicer shall report to
the Master Servicer the Special Servicer's determination as to whether any
Servicing Advance previously made by the Master Servicer with respect to a
Specially Serviced Loan or REO Property is a Nonrecoverable Servicing Advance.
The Master Servicer shall be entitled to conclusively rely on such a
determination, provided that such determination shall not be binding upon the
Master Servicer.

            Notwithstanding anything to the contrary set forth herein, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Loan or an REO Property is involved) pay directly out of the Collection
Account any servicing expense that, if paid by the Master Servicer or the

                                     -101-
<PAGE>

Special Servicer, would constitute a Nonrecoverable Servicing Advance; provided
that such payment shall be made only if the Master Servicer (or the Special
Servicer, if a Specially Serviced Loan is involved) has determined in accordance
with the Servicing Standard that making such payment is in the best interests of
the Certificateholders (as a collective whole) (and in the case of any Junior
Loan, the related Junior Loan Holder, as applicable, taken as a collective
whole), as evidenced by an Officer's Certificate delivered promptly to the
Trustee, each Rating Agency and the Directing Certificateholder, setting forth
the basis for such determination and accompanied by any information that the
Master Servicer or the Special Servicer may have obtained that supports such
determination.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Section 3.05. No costs incurred by the Master
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 of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Loans, notwithstanding that the terms of such Loans so permit. If the Master
Servicer fails to make any required Servicing Advance as and when due to the
extent a Responsible Officer of the Trustee has been notified of such failure in
writing by the Master Servicer, the Special Servicer or the Depositor or a
Responsible Officer of the Trustee otherwise has actual knowledge of such
failure, then the Trustee shall make such Servicing Advance pursuant to Section
7.05.

            (d) In connection with its recovery of any Servicing Advance out of
the Collection Account pursuant to Section 3.05(a) or from a Servicing Account
pursuant to Section 3.03(a), the Master Servicer or the Trustee, as the case may
be, shall be entitled to receive, out of any amounts then on deposit in the
Collection Account, interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of such Servicing Advance from and including the
date made to, but not including, the date of reimbursement. Subject to Section
3.19(e), the Master Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding Servicing Advance made by the Master Servicer or the
Trustee, as the case may be, as soon as practically possible after funds
available for such purpose are deposited in the applicable account maintained
hereunder.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Loan or Junior Loan, the
Master Servicer or, if such Loan or Junior Loan constitutes a Specially Serviced
Loan, the Special Servicer, shall request from the Borrower 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 a Loan or Junior Loan,
the Master Servicer or, if such Loan or Junior Loan constitutes a Specially
Serviced Loan, the Special Servicer shall request from the Borrower 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 Borrower
fails to promptly respond to any inquiry described in this Section 3.03(e), the
Master Servicer (with respect to Loans and Junior Loans that are not Specially
Serviced Loans) shall determine whether the related Borrower has failed to
perform its obligations under the respective Loan or Junior Loan and report any
such failure to the Special Servicer within a reasonable time after the date as
of which such operations and maintenance plan is required to be established or
executed or the date as of which such actions or remediations are required to be
or to have been taken or completed.

                                     -102-
<PAGE>

            SECTION 3.04. The Collection Account, Distribution Account and
Excess Interest Distribution Account.

            (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, the Collection Account, into which the Master
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 on the Loans and Junior Loans received after the Cut-off Date (other
than payments of principal and interest due and payable on or before the Cut-off
Date) and the following payments and collections (other than Principal
Prepayments) received on the Loans and Junior Loans 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 Loans and Junior Loans; and

                  (ii) all payments on account of interest (net of any related
            Primary Servicing Fees and, in the case of a Loan, the related
            Master Servicing Fees) on the Loans and Junior Loans and any Penalty
            Charges collected thereon (net of any amount thereof utilized to
            offset interest on Advances); and

                  (iii) all Yield Maintenance Charges received with respect to
            the Loans and Junior Loans;

                  (iv) all Insurance and Condemnation Proceeds and Liquidation
            Proceeds received in respect of any such Loan or Junior Loan (other
            than Liquidation Proceeds that are to be deposited in the
            Distribution Account pursuant to Section 9.01) together with any
            amounts representing recoveries of Workout-Delayed Reimbursement
            Amounts or Nonrecoverable Advances in respect of such Loans; and

                  (v) any amounts required to be transferred from (A) any REO
            Account pursuant to Section 3.16(c) and (B) any Junior Loan
            Custodial Account pursuant to any applicable provision of this
            Agreement; and

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

                  (vii) any amounts required to be deposited by the Master
            Servicer or the Special Servicer pursuant to Section 3.07(b) in
            connection with losses on any such Loan, Junior Loan or any related
            REO Property resulting from a deductible clause in a blanket hazard
            policy or master single interest policy; and

                  (viii) any amounts paid by any Junior Loan Holder or mezzanine
            lender in respect of the related A Loan in connection with any cure
            or purchase option exercised pursuant to the terms of the related
            Intercreditor Agreement.

            The foregoing requirements for deposit by the Master Servicer in the
Collection Account shall be exclusive, it being understood and agreed that
actual payments from Borrowers in the nature of Escrow Payments, charges for
beneficiary statements or demands, assumption fees, modification fees, extension
fees, amounts collected for Borrower checks returned for insufficient funds or
other amounts that the Master Servicer or the Special Servicer is entitled to
retain as additional servicing compensation

                                     -103-
<PAGE>

pursuant to Section 3.11 need not be deposited by the Master Servicer in the
Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Collection Account.

            Within [one] Business Day of receipt of any of the foregoing amounts
with respect to any Specially Serviced Loan, the Special Servicer shall remit
such amounts to the Master Servicer for deposit into the Collection Account. Any
amounts received by the Special Servicer with respect to an REO Property (other
than Liquidation Proceeds payable pursuant to Section 9.01 in connection with
the termination of the Trust) shall be deposited into the applicable REO Account
and remitted to the Master Servicer for deposit into the Collection Account
pursuant to Section 3.16(c).

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make or be deemed to have made deposits in and withdrawals from the Distribution
Account in accordance with the terms of this Agreement. The Master Servicer
shall deliver to the Trustee each month on or before 1:00 p.m., New York City
time, on the Master Servicer Remittance Date, for deposit in the Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clauses (a)(iii), (a)(iv), (a)(vii), (c), (d) and (f) of the
definition thereof) for the related Distribution Date then on deposit in the
Collection Account maintained by the Master Servicer[, and if the Master
Servicer has not timely remitted the Available Distribution Amount in accordance
with the provisions of this Section 3.04(b) and the Trustee so requests due to
such Master Servicer's failure to timely deliver the Available Distribution
Amount, the Master Servicer shall deliver to the Swap Counterparty, in
accordance with wiring instructions provided by the Trustee, any portion of that
amount consisting of the Class [A-2FL] Net Fixed Swap Payment due to the Swap
Counterparty with respect to the related Distribution Date, and such portion
shall be deemed to have been delivered to the Trustee, deposited by the Trustee
into the Floating Rate Account and distributed by the Trustee to the Swap
Counterparty pursuant to the terms of this Agreement]. On each Distribution Date
(prior to distributions on the Certificates being made on such date), the
Trustee shall deposit in the Distribution Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Distribution
Account and, to the extent permitted by Section 3.06, shall be permitted to
withdraw any Net Investment Earnings from the Distribution Account.

            Subject to Section 3.05, the Master Servicer shall, as and when
required hereunder, deliver to the Trustee for deposit in the Distribution
Account:

                  (i) any P&I Advances required to be made by the Master
            Servicer in accordance with Section 4.03 (or, if the Trustee
            succeeds to the Master Servicer's obligations hereunder, Section
            7.05);

                  (ii) any Liquidation Proceeds paid by the Master Servicer in
            connection with the purchase of all of the 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 Collection
            Account or the Excess Interest Distribution Account pursuant to
            Section 9.01);

                  (iii) any payments required to be made by the Master Servicer
            pursuant to Section 3.02(d); and

                  (iv) any other amounts required to be so delivered by the
            Master Servicer for deposit in the Distribution Account pursuant to
            any provision of this Agreement.

                                     -104-
<PAGE>

            The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein (including the withdrawal amount from the
Interest Reserve Account pursuant to Section 3.28(b) and such amount from the
Excess Liquidation Proceeds Account as required pursuant to Section 3.04(f)). To
the extent that the Master Servicer has not delivered to the Trustee for deposit
in the Distribution Account such amounts as are required to have been so
delivered on the Master Servicer Remittance Date, the Master Servicer shall pay
interest thereon to the Trustee at an interest rate equal to the Reimbursement
Rate then in effect for the period from and including the Master Servicer
Remittance Date to and excluding the date such amounts are received for deposit
by the Trustee.

            (c) [The Trustee, on behalf of the Trust Fund, shall establish and
maintain the Floating Rate Account in trust for the benefit of the Holders of
the Class [A-2FL] Certificates. The Trustee shall make or be deemed to have made
deposits in and withdrawals from the Floating Rate Account in accordance with
the terms of this Agreement. On the Business Day preceding each Distribution
Date, the Trustee shall deposit in the Floating Rate Account any amounts
required to be so deposited by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Floating Rate Account and, to the extent permitted by Section 3.06,
shall be permitted to withdraw any Net Investment Earnings from the Floating
Rate Account. On each Class [A-2FL] Swap Payment Date, following any deposit to
the Distribution Account on such date, the Trustee shall deposit into the
Floating Rate Account (i) all amounts distributable with respect to the Class
[A-2FL] Regular Interest pursuant to Sections 4.01(a) and 4.01(b) for such
Distribution Date and (ii) all amounts received from the Swap Counterparty under
the Swap Agreement.]

            (d) The Trustee shall establish, prior to the Master Servicer
Remittance Date relating to any Due Period in which Excess Interest is received,
and maintain the Excess Interest Distribution Account in the name of the Trustee
for the benefit of the Holders of the Class V Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account
or, subject to Section 3.04(j), a subaccount of an Eligible Account. On or
before the Master Servicer Remittance Date, the Master Servicer shall remit to
the Trustee for deposit in the Excess Interest Distribution Account an amount
equal to the Excess Interest received by the Master Servicer during the related
Due Period on the Loans. On each Distribution Date, the Trustee shall withdraw
the Excess Interest from the Excess Interest Distribution Account for
distribution pursuant to Section 4.01(c). Following the distribution of Excess
Interest to Holders of the Class V Certificates on the first Distribution Date
after which no Loans or related REO Loans remain outstanding that pursuant to
their terms could pay Excess Interest, the Trustee shall terminate the Excess
Interest Distribution Account.

            (e) If any Excess Liquidation Proceeds are received, the Trustee
shall establish and maintain one or more accounts (collectively, the "Excess
Liquidation Proceeds Account") to be held in trust for the benefit of the
Certificateholders. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account or, subject to Section 3.04(j), a
sub-account of an Eligible Account. Not later than 1:00 p.m. on the Master
Servicer Remittance Date, the Master Servicer shall withdraw from the Collection
Account and remit to the Trustee for deposit in the Excess Liquidation Proceeds
Account all Excess Liquidation Proceeds received by the Master Servicer during
the Due Period ending on the Determination Date immediately prior to the Master
Servicer Remittance Date on the Loans. If any Excess Liquidation Proceeds
received by the Master Servicer during any Due Period relate to any Junior Loan,
such amount shall be deposited in the applicable Junior Loan Custodial Account,
respectively. On the Master Servicer Remittance Date, the Trustee shall deposit
in the Excess Liquidation Proceeds Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Excess
Liquidation Proceeds Account and, to the extent permitted by Section 3.06, shall
be permitted to withdraw any Net Investment Earnings from the Excess Liquidation
Proceeds Account.

                                     -105-
<PAGE>

            On the Business Day prior to each Distribution Date, the Trustee
shall withdraw from the Excess Liquidation Proceeds Account and deposit in the
Distribution Account, for distribution on such Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Certificates [and the
Class [A-2FL] Regular Interest] on such Distribution Date pursuant to Section
4.01(a), over the Available Distribution Amount for such Distribution Date
(calculated without regard to such transfer from the Excess Liquidation Proceeds
Account to the Distribution Account); provided that on the Business Day prior to
the Final Distribution Date, the Trustee shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Distribution Account, for
distribution on such Distribution Date, any and all amounts then on deposit in
the Excess Liquidation Proceeds Account.

            (f) Funds on deposit in the Collection Account, a Junior Loan
Custodial Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Excess Liquidation Proceeds and the Distribution
Account may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall give notice to the
Trustee, the Special Servicer, the Rating Agencies and the Depositor of any new
location of the Collection Account prior to any change thereof. As of the
Closing Date (or the date such account is established, if later), the
Distribution Account, the Excess Liquidation Proceeds Account and the Excess
Interest Distribution Account shall be located at the offices of the Trustee.
The Trustee shall give notice to the Master Servicer and the Depositor of any
new location of the Distribution Account, the Excess Liquidation Proceeds
Account or the Excess Interest Distribution Account, prior to any change
thereof.

            (g) [With respect to a CBA B Loan from and after the date, if any,
on which any CBA A/B Material Default occurs and is continuing with respect to
the subject CBA A/B Loan Pair (and, as a result, such CBA B Loan is being
serviced hereunder) or the Mortgaged Property securing the subject CBA A/B Loan
Pair has become REO Property, and] with respect to each other Junior Loan from
and after the date hereof, the Master Servicer shall establish and maintain, or
cause to be established and maintained, a Junior Loan Custodial Account into
which the Master Servicer shall deposit or cause to be deposited (if not
otherwise required to be deposited in the Collection Account) on a daily basis
(and in no event later than the Business Day following the receipt of available
funds) or shall transfer from general collections on deposit in the Collection
Account, except as otherwise specifically provided herein (and provided that the
subject payment or collection was not and may not otherwise be withdrawn from
the Collection Account for any other purpose contemplated by Section 3.05(a) or
any other section of this Agreement), the following payments and collections on
the applicable Junior Loan received after the Cut-off Date (other than payments
of principal and interest due and payable on or before the Cut-off Date) and the
following payments and collections (other than Principal Prepayments) received
on the applicable Junior Loan by the Master Servicer 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 such Junior Loan; and

                  (ii) all payments on account of interest, [including Excess
            Interest] and Default Interest, on such Junior Loan; and

                  (iii) all Insurance and Condemnation Proceeds received that
            are allocable to such Junior Loan; and

                  (iv) all Liquidation Proceeds received that are allocable to
            such Junior Loan; and

                                     -106-
<PAGE>

                  (v) any amounts required to be transferred from an REO Account
            pursuant to Section 3.16(c) that relate to such Junior Loan, as
            applicable; and

                  (vi) all yield maintenance charges, prepayment premiums and
            late payment charges received in respect of such Junior Loan; and

                  (vii) any amounts required to be deposited by the Master
            Servicer or the Special Servicer pursuant to Section 3.07(b) in
            connection with losses on such Junior Loan resulting from a
            deductible clause in a blanket or master force placed hazard
            insurance policy relating thereto; and

                  (viii) any amounts paid by the holder of any A Loan or any
            mezzanine lender in connection with any purchase option exercised
            pursuant to the terms of the related intercreditor agreement, that
            are distributable to the related Junior Loan Holder; and

                  (ix) any amounts required to be deposited by the Master
            Servicer pursuant to Section 3.06 in connection with losses incurred
            with respect to Permitted Investments of funds held in such Junior
            Loan Custodial Account.

            The foregoing requirements for deposit by the Master Servicer in a
Junior Loan Custodial Account shall be exclusive, it being understood and agreed
that actual payments from a Borrower in the nature of Escrow Payments, charges
for beneficiary statements or demands, assumption fees, modification fees,
extension fees, amounts collected for Borrower checks returned for insufficient
funds or other amounts that the Master Servicer or the Special Servicer is
entitled to retain as additional servicing compensation pursuant to Section 3.11
need not be deposited by the Master Servicer in such Junior Loan Custodial
Account. If the Master Servicer for any reason deposits in any Junior Loan
Custodial Account any amount not required to be deposited therein, the Master
Servicer may at any time withdraw such amount from such Junior Loan Custodial
Account, notwithstanding any provision in this Agreement to the contrary.

            (h) [With respect to any CBA B Loan from and after the date, if any,
on which any CBA A/B Material Default occurs and is continuing with respect to
the subject CBA A/B Loan Pair (and, as a result, such CBA B Loan is being
serviced hereunder) or the Mortgaged Property securing the subject CBA A/B Loan
Pair has become REO Property, and] with respect to each other Junior Loan from
and after the date hereof, the Master Servicer shall, as and when required
pursuant to the related Intercreditor Agreement and Section 3.05(a), withdraw
from the related Junior Loan Custodial Account and pay to the applicable parties
hereunder such amounts as is permitted under the related Intercreditor Agreement
and this Agreement for purposes of the reimbursement of Advances, the payment of
interest on Advances, the payment of Servicing Fees, Special Servicing Fees,
Workout Fees and Liquidation Fees and the payment of any other servicing
expenses and fees relating to the subject Junior Loan or any related REO
Property and, further, to pay to the related Junior Loan Holder, as applicable,
all amounts to which each of them is entitled in respect of the subject Junior
Loan, respectively, in accordance with the related Intercreditor Agreement. The
foregoing payments shall be made in accordance with the priorities set forth in
the related Intercreditor Agreement. Payments to the Trust shall be made by
transfer of the applicable funds to the Collection Account, and payments to the
related Junior Loan Holder shall be made in accordance with the related
Intercreditor Agreement.

            (i) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Master Servicer may maintain the Collection
Account and the respective Junior Loan Custodial Accounts as multiple separate
sub-accounts of a single Eligible Account; provided that: (i) all deposits into
and withdrawals from such single Eligible Account shall be deemed to have been
made in

                                     -107-
<PAGE>

the same manner as would be the case if the Collection Account and such
respective Junior Loan Custodial Accounts were maintained as multiple separate
accounts; (ii) all distributions on the Certificates will be calculated and made
in the same manner as would be the case if the Collection Account and such
respective Junior Loan Custodial Accounts were maintained as multiple separate
accounts; (iii) the Master Servicer shall make credits and debits to those
multiple sub-accounts in a manner consistent with the provisions of this
Agreement governing deposits and withdrawals of funds to and from the Collection
Account and the Junior Loan Custodial Accounts, respectively; (iv) the Master
Servicer's maintaining the Collection Account and such respective Junior Loan
Custodial Accounts as multiple separate sub-accounts of a single Eligible
Account (as opposed to in the form of multiple separate Eligible Accounts) shall
not materially and adversely affect any of the Certificateholders, any Junior
Loan Holder; and (v) such single Eligible Account shall be entitled
substantially as follows: "[Title of Eligible Account]. [or name of successor
Master Servicer], in trust for [Name of Trustee] [or name of successor Trustee],
as Trustee for the benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
200__-__, and various Junior Loan Holders, as their interests may appear,
Collection/Custodial Account."

            (j) Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Trustee may maintain the Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account, [the
Floating Rate Account] and the Excess Liquidation Proceeds Account as four
separate subaccounts of a single Eligible Account; provided that: (i) all
deposits into and withdrawals from such single Eligible Account shall be made in
the same manner as would be the case if the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account were maintained as four separate accounts; (ii) all
distributions on the Certificates will be calculated and made in the same manner
as would be the case if the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account were maintained as four separate accounts; (iii) the Trustee
shall make debits and credits to those four subaccounts in a manner consistent
with the provisions of this Agreement governing transfers of funds between the
Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Floating Rate Account and the Excess Liquidation Proceeds
Account, as the case may be; (iv) the Trustee's maintaining the Distribution
Account, the Floating Rate Account, the Excess Interest Distribution Account,
the Interest Reserve Account and the Excess Liquidation Proceeds Account as four
separate subaccounts of a single Eligible Account (as opposed to in the form of
four separate Eligible Accounts) shall not materially and adversely affect any
of the Certificateholders; and (v) such single Eligible Account shall be
entitled "[name of Trustee], as Trustee, in trust for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 200__-__, Distribution Account, Excess
Interest Distribution Account, Interest Reserve Account, the Floating Rate
Account and Excess Liquidation Proceeds Account."

            SECTION 3.05. Permitted Withdrawals from the Collection Account and
the Distribution Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Collection Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee for deposit in the Distribution Account
      the amount required to be remitted pursuant to the first paragraph of
      Section 3.04(b) and the amount to be applied to make P&I Advances by the
      Master Servicer pursuant to Section 4.03(a);

            (ii) to remit Excess Interest to the Trustee for deposit in the
      Excess Interest Distribution Account pursuant to Section 3.04(e);

                                     -108-
<PAGE>

            (iii) to pay (x) to such Master Servicer [or the holder of such
      Master Servicer's Excess Servicing Strip (subject to Section 3.11(a))]
      unpaid Master Servicing Fees (net of any such amounts required to offset
      Prepayment Interest Shortfalls pursuant to Section 3.11(a)) and any
      Primary Servicing Fees to which it or such holder is entitled pursuant to
      Section 3.11(a), (y) [to any Broker Strip Payee entitled thereto, the
      related Broker Strip and] (z) to any Primary Servicer entitled thereto the
      related Primary Servicing Fees, such Master Servicer's rights, [any Broker
      Strip Payee's rights] and any Primary Servicer's rights to payment
      pursuant to this clause (iii) with respect to any Loan, Serviced Junior
      Loan or REO Loan, as applicable, being limited to amounts received on or
      in respect of such Loan or such Serviced Junior Loan (whether in the form
      of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
      or on or in respect of 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;

            (iv) to pay the Special Servicer (or, if applicable, any predecessor
      thereto) earned and unpaid Special Servicing Fees, Workout Fees and
      Liquidation Fees to which it is entitled in respect of Loans and Junior
      Loans (and any related REO Loans);

            (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a Cure Payment from any Junior Loan Holder) made by such party
      with respect to Loans and any related REO Loans, the Master Servicer's or
      the Trustee's right to receive payment pursuant to this clause (v) being
      limited to amounts received which represent Late Collections of interest
      (net of the related Master Servicing Fees, Primary Servicing Fees [and
      Broker Strip Interest], if any) on and principal of the particular Loans
      and REO Loans with respect to which such P&I Advances were made; provided,
      however, that, subject to Section 1.05, if such P&I Advance becomes a
      Workout-Delayed Reimbursement Amount, then such P&I Advance shall
      thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Loans and successor REO Loans with
      respect thereto on deposit in the Collection Account from time to time
      that represent collections or recoveries of principal (net of any such
      principal collections or recoveries applied to reimburse any
      Nonrecoverable Advances and interest thereon), first, from such amounts
      that are allocated to the Loan Group to which such Loan belongs and,
      second, from such amounts that are allocated to the other Loan Group;

            (vi) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances made by such party with respect to any
      Loans and/or Junior Loans and/or related REO Properties, the Master
      Servicer's or the Trustee's respective rights to receive payment pursuant
      to this clause (vi) with respect to any Loan, Junior Loan or REO Property
      being limited to, as applicable, related payments, Liquidation Proceeds,
      Insurance and Condemnation Proceeds and REO Revenues); provided, however,
      that, subject to Section 1.05, if such Servicing Advance becomes a
      Workout-Delayed Reimbursement Amount, then such Servicing Advance shall
      thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Loans and Junior Loans (and successor
      REO Loans with respect thereto) on deposit in the Collection Account from
      time to time that represent collections or recoveries of principal (net of
      any such principal collections or recoveries applied to reimburse any
      Nonrecoverable Advances and interest thereon), first, from such amounts
      that are allocated to the Loan Group to which such Loan belongs and,
      second, from such amounts that are allocated to the other Loan Group;

            (vii) subject to Section 3.19(e), to reimburse itself or the
      Trustee, as applicable, for Nonrecoverable Advances incurred by the Master
      Servicer or the Trustee in respect of the Loans and Junior Loans (as well
      as any related REO Loans) and to pay to itself or

                                     -109-
<PAGE>

      the Trustee, as applicable, interest accrued and payable on such
      reimbursed Nonrecoverable Advances, which reimbursement and payment shall
      be made, subject to Section 1.05, out of general collections on the Loans
      and any related REO Properties, first, from such amounts that are
      allocated to the Loan Group to which such Loan belongs and, second, from
      such amounts that are allocated to the other Loan Group;

            (viii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance pursuant to clause (v)
      above, to pay itself or the Trustee, as applicable, any interest accrued
      and payable thereon in accordance with Section 4.03(d), (b) any
      unreimbursed Servicing Advances pursuant to clause (vi) above or pursuant
      to Section 3.03(a)(ii), to pay itself or the Trustee, as the case may be,
      any interest accrued and payable thereon in accordance with Section
      3.03(d), or (c) any Nonrecoverable Advances pursuant to clause (vii)
      above, to pay itself or the Trustee, as the case may be, any interest
      accrued and payable thereon;

            (ix) 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 relating to a
      Loan or Junior Loan required to be serviced by the Master Servicer and
      giving rise to a repurchase obligation of any Responsible Party under
      Section 7 of the related Mortgage Loan Purchase Agreement[s], 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 (ix) with respect to any Loan being limited to that portion
      of the Purchase Price paid for such Loan that represents such expense in
      accordance with clause (vi) of the definition of Purchase Price;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee or
      the Special Servicer, as the case may be, out of general collections on
      the Loans and any related REO Properties for any unreimbursed expense
      reasonably incurred by such Person relating to a Loan required to be
      serviced by the Master Servicer in connection with the enforcement of any
      Responsible Party's obligations under Section 7 of the related Mortgage
      Loan Purchase Agreement[s], but only to the extent that such expenses are
      not reimbursable pursuant to clause (ix) above or otherwise;

            (xi) to pay itself, as additional servicing compensation all amounts
      specified in the fourth and fifth paragraphs of Section 3.11(a); and to
      pay the Special Servicer, as additional servicing compensation all amounts
      specified in the second and last paragraphs of Section 3.11(b);

            (xii) if and to the extent allocable to any Junior Loans (or REO
      Loans with respect thereto), to pay itself, the Special Servicer, the
      Depositor or any of their respective directors, officers, employees and
      agents and various other related Persons, 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 the cost of any Opinion of Counsel contemplated by
      Sections 10.01(a) or 10.01(c) in connection with an amendment to this
      Agreement requested by the Trustee or the Master Servicer, which amendment
      is in furtherance of the rights and interests of Certificateholders; and,
      if and to the extent allocable to any related Junior Loans (or REO Loans
      with respect thereto), to pay for (x) the cost of obtaining the REO
      Extension contemplated by Section 3.16(a) and (y) the fees of the Trustee
      or the Master Servicer for confirming the Special Servicer's determination
      of Fair Value of a Defaulted Loan;

                                     -110-
<PAGE>

            (xiv) to pay out of general collections on the Loans and any related
      REO Properties any and all federal, state and local taxes imposed on any
      Trust REMIC created hereunder or any of its assets or transactions,
      together with all incidental costs and expenses, to the extent that none
      of the Master Servicer, the Special Servicer or the Trustee is liable
      therefor;

            (xv) to reimburse the Master Servicer and the Special Servicer out
      of general collections on the Loans and any related REO Properties for
      expenses incurred by and reimbursable to them by the Trust Fund (which
      expenses are not otherwise reimbursable pursuant to any other clause of
      this Section 3.05(a) or pursuant to Section 3.05(b));

            (xvi) to pay the Master Servicer the Special Servicer, the Directing
      Certificateholder, any Junior Loan Holder or any Responsible Party, as the
      case may be, with respect to each Loan and Junior Loan, if any, previously
      purchased or replaced by such Person pursuant to this Agreement or the
      related Intercreditor Agreement (in each case, if the Master Servicer was
      the Master Servicer), all amounts received thereon subsequent to the date
      of purchase or replacement, including, in the case of a Responsible Party,
      all amounts received thereon to which such Responsible Party is entitled
      under Section 2.03(b);

            (xvii) to reimburse the Special Servicer for the cost of any
      environmental testing performed at the Special Servicer's direction
      pursuant to the last sentence of Section 3.09(c) with respect to any
      Mortgaged Property or REO Property relating to any Loan or Junior Loan;

            (xviii) to transfer the Excess Liquidation Proceeds on deposit in
      the Collection Account to the Trustee for deposit in the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(f);

            (xix) [to transfer to the related Junior Loan Custodial Account all
      amounts payable to the related CBA B Loan Holder in respect of any CBA B
      Loan being serviced hereunder or in respect of any related REO Loan,
      pursuant to the related CBA Intercreditor Agreement; and to transfer to
      the related Junior Loan Custodial Account for each other Serviced Loan
      Combination, all amounts payable to the related Junior Loan Holder in
      respect of the related Junior Loan pursuant to the Intercreditor Agreement
      for such Serviced Loan Combination;]

            (xx) to make any payments, in addition to normal remittances, owing
      by the Trust Fund to any Junior Loan Holder under the related
      Intercreditor Agreement;

            (xxi) to recoup any amounts deposited in the Collection Account in
      error; and

            (xxii) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01;

      [provided, however, that in the case of each CBA A/B Loan Pair:

                  (A) to the maximum extent permitted by the related CBA
            Intercreditor Agreement, Special Servicing Fees, Workout Fees,
            Liquidation Fees, Advances, interest on Advances and all other
            servicing costs and expenses relating to such CBA A/B Loan Pair or
            any related REO Property shall be paid or reimbursed, as applicable,
            out of amounts otherwise payable to the holder of the related CBA B
            Loan or any successor REO Loan with respect thereto; and

                                     -111-
<PAGE>

                  (B) no fees, costs or expenses, including servicing
            compensation, allocable to the related CBA B Loan or any successor
            REO Loan with respect thereto (other than related Nonrecoverable
            Servicing Advances made hereunder and interest thereon) shall be
            paid or reimbursed, as applicable, out of any payments or other
            collections on the Loans and/or any successor REO Loans with respect
            thereto (exclusive of the related CBA A Loan or any successor REO
            Loan with respect thereto); and

                  (C) no fees, costs or expenses allocable to the Loans, any
            successor REO Loans with respect thereto or any particular such Loan
            or REO Loan (exclusive of the related CBA A Loan or any successor
            REO Loan with respect thereto) shall be paid out of payments and
            other collections on, or amounts otherwise payable to the holder of,
            the related CBA B Loan or any successor REO Loan with respect
            thereto; and]

      provided further, however, that in the case of any Junior Loan (to the
      extent consistent with the preceding proviso):

                  (A) the Master Servicer shall be entitled to make transfers
            from time to time, from the related Junior Loan Custodial Account to
            the Collection Account, of amounts necessary for the payments and/or
            reimbursements of amounts described above in this Section 3.05(a),
            including the foregoing two provisos, but only insofar as the
            payment or reimbursement described therein arises from or is related
            solely to the related Serviced Loan Combination [or the subject CBA
            A/B Loan Pair, as applicable], or is allocable to the related
            Serviced Loan Combination [or the subject CBA A/B Loan Pair, as
            applicable,] pursuant to this Agreement and, in either case, is
            allocable to the related Junior Loan(s) pursuant to the related
            Intercreditor Agreement(s), and the Master Servicer shall also be
            entitled to make transfers from time to time, from the related
            Junior Loan Custodial Account to the Collection Account, of amounts
            transferred to such related Junior Loan Custodial Account in error,
            and amounts necessary for the clearing and termination of the
            related Junior Loan Custodial Account pursuant to Section 9.01;

                  (B) the Master Servicer shall, as and when required under the
            related Intercreditor Agreement (it being acknowledged that no such
            Intercreditor Agreement requires the Master Servicer to remit to the
            Junior Loan Holder earlier than one Business Day following receipt
            thereof) remit to the related Junior Loan Holder any amounts on
            deposit in the related Junior Loan Custodial Account (net of amounts
            permitted or required to be transferred therefrom as described in
            clause (A) above), to the extent that such Junior Loan Holder is
            entitled thereto under the related Intercreditor Agreement
            (including, if applicable, by way of the operation of any provision
            of the related Intercreditor Agreement(s) that entitles the holder
            of such Junior Loan to reimbursement of cure payments made by it).

            Expenses incurred with respect to each Serviced Loan Combination
shall be allocated in accordance with the corresponding Intercreditor Agreement.

            If the Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Junior Loan, then the Master Servicer shall, if funds on

                                     -112-
<PAGE>

deposit in such Junior Loan Custodial Account are insufficient therefor, request
the related Junior Loan Holder to make such payment or reimbursement to the
extent such Junior Loan Holder is obligated to make such payment or
reimbursement pursuant to the related Intercreditor Agreement. If such Junior
Loan Holder fails to make such payment or reimbursement that it is obligated to
make within three Business Days following such request, then (subject to the
provisos to the first paragraph of this Section 3.05(a)) the Master Servicer
shall be entitled to make such payment or reimbursement from the Collection
Account. The Master Servicer shall use reasonable efforts to recover any such
payment or reimbursement paid out of general collections on the Mortgage Pool
from such Junior Loan Holder, and if such payment or reimbursement is
subsequently recovered from such Junior Loan Holder (or from payments or
collections on the related Serviced Loan Combinations that would otherwise be
payable to the related Junior Loan Holder), to the extent that any amounts were
previously taken by the Master Servicer from general collections on the Mortgage
Pool on deposit in the Collection Account, the amount recovered (or otherwise to
be paid to the Junior Holder) shall be deposited into the Collection Account and
shall not be deposited into the related Junior Loan Custodial Account.

            Subject to the provisions of Section 3.03(c), the Master Servicer
shall pay to the Special Servicer from the Collection Account on the Master
Servicer Remittance Date amounts permitted to be paid to the Special Servicer
therefrom based upon an Officer's Certificate received from the Special Servicer
on the first Business Day following the immediately preceding Determination Date
describing the item and amount to which the Special Servicer is entitled. The
Master Servicer may conclusively rely 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 Loan and REO
Property, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request thereby for withdrawal from the Collection Account.

            The Master 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 Collection Account and Junior
Loan Custodial Account.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Distribution Account for any of the following purposes:

            (i) to make distributions to Certificateholders on each Distribution
      Date pursuant to Section 3.32, Section 4.01 or Section 9.01, as
      applicable;

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

            (iii) to pay (A) to the Trustee or any of its Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      11.14, 3.30(o), 6.03(a), 6.03(b), 8.05(a) or 8.05(b), and (B) to the
      Person entitled thereto any amounts that would have been paid out of
      general collections on deposit in the Collection Account pursuant to any
      of clauses (ix), (x), (xii), (xiii), (xiv) and (xv) of Section 3.05(a) if
      those general collections had been sufficient;

            (iv) to pay for the cost of the Opinion of Counsel contemplated by
      Section 10.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (v) subject to Section 3.19(e), to reimburse and pay to itself and,
      pro rata based on entitlement, the Master Servicer, in that order, for
      outstanding and unreimbursed Nonrecoverable Advances and accrued and
      unpaid interest thereon (consistent with Section 1.05(a));

                                     -113-
<PAGE>

            (vi) on each Distribution Date, to reimburse and pay to itself and
      the Master Servicer, in the order provided in Section 1.05(c), any
      outstanding and unreimbursed Workout-Delayed Reimbursement Amounts
      incurred thereby (with accrued and unpaid interest thereon), in each case
      only to the extent that such Person is entitled to such reimbursement
      pursuant to Section 1.05 (and net of any amount applied to reimburse the
      Master Servicer or the Trustee for any Nonrecoverable Advances and
      interest thereon);

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

            (viii) to transfer amounts required to be transferred to the
      Interest Reserve Account pursuant to Section 3.28(a); and

            (ix) to recoup any amounts deposited in the Distribution Account in
      error.

            (c) Notwithstanding anything herein to the contrary, with respect to
any Loan, (i) if amounts on deposit in the Collection Account and the
Distribution Accounts are not sufficient to pay the full amount of the Master
Servicing Fees listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the
payment of any Master Servicing Fees payable under Section 3.05(a)(ii) and (ii)
if amounts on deposit in the Collection Account are not sufficient to reimburse
the full amount of Advances listed in Sections 3.05(a)(v), (vi) and (vii), then
reimbursements shall be paid first to the Trustee, and then to the Master
Servicer. Notwithstanding the foregoing, any unpaid Master Servicing Fee,
Trustee Fee or Advance that remains outstanding shall be reimbursable to the
Master Servicer or the Trustee, as applicable, with interest accrued thereon at
the Reimbursement Rate as provided in Section 3.05.

            (d) [The Trustee may from time to time make withdrawals from the
Floating Rate Account for (but only for) the following purposes:

            (i) to make regularly scheduled payments of interest to the Swap
      Counterparty pursuant to Section 3.32(e) provided there is no Swap
      Default;

            (ii) to make distributions to the Class [A-2FL] Certificateholders
      on each Distribution Date pursuant to Section 4.01(g);

            (iii) to pay itself Net Investment Earnings earned on funds held in
      the Floating Rate Account;

            (iv) to pay to the Persons entitled thereto any amounts deposited in
      the Floating Rate Account in error; and

            (v) to clear and terminate the Floating Rate Account pursuant to
      Section 9.01.]

            SECTION 3.06. Investment of Funds in the Collection Account, Junior
Loan Custodial Accounts, Servicing Accounts, Cash Collateral Accounts, Lock-Box
Accounts, REO Accounts, Distribution Account, Interest Reserve Account[,
Floating Rate Account] and Excess Liquidation Proceeds Account.

            (a) (i) The Master Servicer may direct any depository institution
maintaining for the Master Servicer the Collection Account, a Junior Loan
Custodial Account, any Servicing Account, any

                                     -114-
<PAGE>

Cash Collateral Account and any Lock-Box Account (any of the foregoing accounts
listed in this clause (i) for purposes of this Section 3.06, a "Master Servicer
Account"), (ii) the Special Servicer may direct any depository institution
maintaining an REO Account and (iii) the Trustee may direct (pursuant to a
standing order or otherwise) any depository institution maintaining the
Distribution Account[, the Floating Rate Account], the Interest Reserve Account
or the Excess Liquidation Proceeds Account (any of the foregoing accounts listed
in this clause (iii) for purposes of this Section 3.06, a "Trustee Account"; and
any of the Master Servicer Accounts, REO Accounts and Trustee Accounts for
purposes of this Section 3.06, an "Investment Account"), to invest (or if such
depository institution is the Master Servicer, the Special Servicer or the
Trustee, as applicable, it may itself invest) the funds held therein solely in
one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (A) 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 (B) 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 Master Servicer (in the case of the Master Servicer Account) or
the Special Servicer (in the case of an REO Account), on behalf of the Trustee,
or the Trustee in its capacity as such (in the case of any Trustee Account)
shall maintain continuous possession of any Permitted Investment of amounts in
such accounts 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.
Possession of any such Permitted Investment by the Master Servicer (in the case
of a Permitted Investment of funds on deposit in the Master Servicer Account) or
the Special Servicer (in the case of a Permitted Investment of funds on deposit
in an REO Account) shall constitute possession by the Trustee, as secured party,
for purposes of Section 9-313 of the UCC and any other applicable law. In the
event amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Master Servicer (in the case of the
Master Servicer Account), the Special Servicer (in the case of an REO Account)
or the Trustee (in the case of any Trustee 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 Master Servicer, the Special Servicer or the Trustee,
      as the case may be, that such Permitted Investment would not constitute a
      Permitted Investment in respect of funds thereafter on deposit in the
      subject Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts 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 Master Servicer Remittance Date
shall be for the sole and exclusive benefit of the Master Servicer to the extent
not required to be paid to the related Borrower and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03,
3.04 or 3.05, as the case may be. Interest and investment income realized on
funds deposited in an 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 Master Servicer Remittance Date, shall be for the
sole and exclusive benefit of the related

                                     -115-
<PAGE>

Special Servicer, but shall be subject to withdrawal in accordance with Section
3.16(c). Interest and investment income realized on funds and deposited in each
of the Trustee Accounts, 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 Master Servicer Remittance Date, shall be for the sole
and exclusive benefit of the Trustee and shall be subject to its withdrawal in
accordance with Section 3.05(a), 3.04(f) or 3.28(b), as the case may be. If any
loss shall be incurred in respect of any Permitted Investment directed to be
made by the Master Servicer, the Special Servicer or the Trustee, as applicable,
in connection with funds on deposit in any of the Master Servicer Accounts (in
the case of the Master Servicer), any of the REO Accounts (in the case of the
Special Servicer) or any of the Trustee Accounts (in the case of the Trustee)
maintained by the Master Servicer, the Special Servicer or the Trustee, then the
Master Servicer, the Special Servicer or the Trustee, as applicable, shall
deposit therein, no later than the next succeeding Master Servicer Remittance
Date (or, in the case of the Trustee and the Trustee Accounts (exclusive of the
Excess Liquidation Proceeds Distribution Account), no later than the next
succeeding Distribution Date), without right of reimbursement, the amount of the
Net Investment Loss, if any, with respect to such account for the period from
and including the immediately preceding Distribution Date (or, in the case of
the Trustee and the Trustee Accounts (exclusive of the Excess Liquidation
Proceeds Distribution Account), from and including the first Business Day
following the immediately preceding Distribution Date) to and including the
Master Servicer Remittance Date (or, in the case of the Trustee and the Trustee
Accounts (exclusive of the Excess Liquidation Proceeds Distribution Account), to
and including the subject Distribution Date).

            (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.

            (d) Notwithstanding the investment of funds held in the Collection
Account or the Distribution Account pursuant to this 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.

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

            (a) The Master Servicer shall use its reasonable efforts, consistent
with the Servicing Standard, to cause the Borrower to maintain the insurance
coverage required by the terms of the related Note and Mortgage, and if the
Borrower does not so maintain such insurance coverage, shall itself maintain for
each Loan and Serviced Loan Combination any Insurance Policy coverage as is
required under the related Mortgage (to the extent the Trustee as mortgagee has
an insurable interest in the related Mortgaged Property and to the extent such
Insurance Policy coverage is available at commercially reasonable rates, as
determined by the Master Servicer in accordance with the Servicing Standard);
provided, however, that, subject to Section 3.07(f), if any Mortgage permits the
holder thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the Master Servicer or the Special
Servicer, as the case may be, shall impose such insurance requirements as are
consistent with the Servicing Standard. As to each Loan and Serviced Loan
Combination, the Master Servicer shall use its reasonable efforts to cause the
related Borrower to maintain, and if the related Borrower does not so maintain,
the Master Servicer shall maintain, all-risk casualty insurance which does not
contain any carve-out for terrorist or similar act to the extent not prohibited
by the terms of the related Loan Documents; provided, however, that the Master
Servicer will not be obligated to require any Borrower to obtain or maintain
insurance in excess of the amounts of coverage and deductibles required

                                     -116-
<PAGE>

by the related Loan Documents or by the related Mortgage Loan Seller[s]
immediately prior to the Closing Date, unless the Master Servicer determines, in
accordance with the Servicing Standard, that the insurance required immediately
prior to the Closing Date (if less than what is required by the related Loan
Documents) would not be commercially reasonable for property of the same type,
size and/or location as the related Mortgaged Property. Notwithstanding the
foregoing, the Master Servicer shall not be required to call a default under a
Loan or Serviced Loan Combination if the related Borrower fails to maintain such
insurance, and the Master Servicer shall not be required to maintain such
insurance, if, in each case, (A) the Special Servicer consents, after receiving
the Master Servicer's recommendation (including a summary of the Master
Servicer's efforts and research with respect to such insurance, along with other
information the Special Servicer may reasonably request), and with the approval
of the Directing Certificateholder Directing Certificateholder's approval (which
approval(s) shall be obtained by the Special Servicer and shall be subject to
the last paragraph of Section 3.21(e)), to the Master Servicer's determination
based upon information reasonably available to the Master Servicer after due
inquiry in accordance with the Servicing Standard that either (a) such insurance
is not available at commercially reasonable rates and that such hazards are not
at the time commonly insured against for properties similar to the Mortgaged
Property and located in or around the region in which such Mortgaged Property is
located or (b) such insurance is not available at any rate and (B) if a Serviced
Loan Combination is involved and the related Junior Lender is entitled to
consult, or grant or withhold approval, with respect to such proposed course of
action under the related Intercreditor Agreement and/or Section 3.32, the Master
Servicer has engaged in such consultation or obtained the approval or deemed
approval of such Junior Lender in accordance with the related Intercreditor
Agreement and/or Section 3.32, as and to the extent applicable. Subject to
Section 3.17(a), the Special Servicer shall maintain for each REO Property
acquired in respect of a Loan or Serviced Loan Combination no less Insurance
Policy coverage than was previously required of the Borrower under the related
Loan Documents or, at the Special Servicer's election, coverage satisfying
insurance requirements consistent with the Servicing Standard, provided that
such coverage is available at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Master Servicer (or Primary Servicer, if
applicable) on behalf of the Trustee (in the case of insurance maintained in
respect of Loans and Serviced Loan Combinations) or the Special Servicer on
behalf of the Trustee (in the case of insurance maintained in respect of REO
Properties), (ii) include coverage in an amount not less than the lesser of the
full replacement cost of the improvements which are a part of the Mortgaged
Property or the outstanding principal balance owing on the related Loan or
Serviced Loan Combination, as applicable, but in any case in such an amount so
as to avoid the application of any co-insurance clause, (iii) include a
replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Loan Documents) and (iv) be
issued by either (x) a Qualified Insurer or (y) for any Insurance Policy being
maintained by the related Borrower, an insurance carrier meeting the
requirements of the related Mortgage, (provided that such insurance carrier is
authorized under applicable law to issue such Insurance Policies). Any amounts
collected by the Master 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 Borrower, in each case in accordance with the Servicing
Standard and the provisions of the related Loan) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.05(a).

            Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Loans and Serviced Loan Combinations if the
Borrower defaults on its obligation to maintain such Insurance Policies shall be
advanced by the Master Servicer as a Servicing Advance. The amounts so advanced
shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Loan, notwithstanding that the terms of such Loan so permit. Any cost incurred
by the Special Servicer in maintaining any such Insurance Policies with respect
to REO

                                     -117-
<PAGE>

Properties shall be an expense of the Trust Fund payable out of the REO
Account pursuant to Section 3.16(c) or, if the amount on deposit therein is
insufficient therefor, advanced by the Master Servicer as a Servicing Advance.

            If the Master Servicer or the Special Servicer obtains and maintains
a blanket Insurance Policy with a Qualified Insurer insuring against fire and
hazard losses on all of the Loans and Junior Loans or related REO Properties, as
the case may be, required to be serviced and administered by the Master Servicer
or the Special Servicer hereunder, and such Insurance Policy provides protection
equivalent to the individual policies otherwise required, then the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such blanket
Insurance Policy may contain a deductible clause, in which case 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, the Master Servicer or the Special Servicer
shall promptly deposit into the Collection Account from the Master Servicer's or
the Special Servicer's own funds the portion of such loss or losses that would
have been covered under the individual policy (giving effect to any deductible
limitation or, in the absence of such deductible limitation, the deductible
limitation that is consistent with the Servicing Standard) but is not covered
under the blanket Insurance Policy because of such deductible clause. The Master
Servicer agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders and, in case of a Serviced Loan Combination, the related
Junior Loan Holder(s) 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 Standard, may maintain earthquake
insurance on REO Properties, provided coverage is available at commercially
reasonable rates.

            (b) If the Master Servicer or the Special Servicer causes any
Mortgaged Property to be covered by a master single interest Insurance Policy
with a Qualified Insurer naming the Master Servicer or the Special Servicer, as
the case may be, as the loss payee, then to the extent such Insurance Policy
provides protection equivalent to the individual policies otherwise required,
the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause such insurance to be maintained on the related
Mortgaged Properties. If the Master Servicer or the Special Servicer, as
applicable, causes any Mortgaged Property or REO Property to be covered by such
master single interest 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 Master
Servicer as a Servicing Advance. Such master single interest Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the
Special Servicer, as the case may be, shall, if (A) 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 (B) there shall have been
one or more losses which would have been covered by such policy had it been
maintained, deposit into the Collection Account from the Master Servicer's or
the Special Servicer's own funds the amount not otherwise payable under the
master single interest Insurance Policy because of such deductible clause, to
the extent that any such deductible exceeds the deductible limitation that
pertained to the related Loan or Serviced Loan Combination, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard.

            (c) Each of the Master Servicer and the Special Servicer shall
maintain, at their own expense, a blanket fidelity bond (a "Fidelity Bond") and
an errors and omissions insurance policy with a Qualified Insurer, with coverage
on all of its officers or employees acting in any capacity requiring such
persons to handle funds, money, documents or paper relating to the Loans and/or
Junior Loans ("Master Servicer Employees," in the case of the Master Servicer,
and "Special Servicer Employees," in the case of

                                     -118-
<PAGE>

the Special Servicer). Any such Fidelity Bond and errors and omissions insurance
shall protect and insure the Master Servicer or the Special Servicer, as
applicable, against losses, including forgery, theft, embezzlement, fraud,
errors and omissions, failure to maintain any insurance policies required
pursuant to this Agreement and negligent acts of the Master Servicer's Master
Servicer Employees or the Special Servicer's Special Servicer Employees, as
applicable. The errors and omissions policy of the Master Servicer or the
Special Servicer, as applicable, shall also protect and insure the Master
Servicer or the Special Servicer, as applicable, against losses in connection
with the release or satisfaction of a Loan or Serviced Loan Combination without
having obtained payment in full of the indebtedness secured thereby. No
provision of this Section requiring such Fidelity Bond and errors and omissions
insurance shall diminish or relieve the Master Servicer or the Special Servicer
from its duties and obligations as set forth in this Agreement.

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the greater of (i) the
amount necessary for the Master Servicer or the Special Servicer, as applicable,
to qualify as a FNMA or FHLMC servicer or in an amount that would meet the
requirements of prudent institutional commercial mortgage loan servicers for
similar transactions, and (ii) $[1,000,000]. Notwithstanding the foregoing, so
long as the long-term debt or the deposit obligations or claims-paying ability
of the Master Servicer or the Special Servicer (or its immediate or remote
parent) is rated at least "___" by [________] and "___" by [_______], the Master
Servicer or the Special Servicer, respectively, shall be allowed to provide
self-insurance with respect to a Fidelity Bond and such errors and omissions
policy. Coverage of the Master Servicer or the Special Servicer under a policy
or bond obtained by an Affiliate of the Master 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).

            Each of the Master Servicer and the Special Servicer shall promptly
report in writing to the Trustee any material changes that may occur in its
respective Fidelity Bonds, if any, and/or its 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.

            (d) With respect to the Loans or Serviced Loan Combinations that (i)
require earthquake insurance, or (ii) (A) at the date of origination were
secured by Mortgaged Properties on which the related Borrower maintained
earthquake insurance and (B) have provisions which enable the Master Servicer to
continue to require the related Borrower to maintain earthquake insurance, the
Master Servicer shall require the related Borrower to maintain such insurance in
the amount, in the case of clause (i), required by the related Loan or Serviced
Loan Combination and in the amount, in the case of clause (ii), maintained at
origination, in each case, to the extent such amounts are available at
commercially reasonable rates.

            (e) The Master Servicer and the Special Servicer, as applicable,
shall review and be familiar with the terms and conditions relating to enforcing
claims and shall monitor the dates by which any claim or action is required to
be taken under each insurance policy relating to a Loan or Serviced Loan
Combination to realize the full value of such policy for the benefit of
Certificateholders (and, if a Serviced Loan Combination is involved, the related
Junior Loan Holder(s)).

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) securing a Loan or Serviced Loan Combination shall be in a
federally designated special flood hazard area (if flood insurance has been made
available), or if the Master Servicer becomes aware, in performing its duties
under this Agreement, that such a Mortgaged Property becomes located in such
area by virtue of remapping conducted by the Federal Emergency Management
Agency, then the Master Servicer will use

                                     -119-
<PAGE>

its reasonable efforts to cause the related Borrower (in accordance with
applicable law and the terms of the related Loan Documents) to maintain, and, if
the related Borrower shall default in any such obligation to so maintain, the
Master Servicer shall itself maintain, to the extent available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the
Servicing Standard) and the Trustee as mortgagee has an insurable interest in
the subject Mortgaged Property, flood insurance in respect thereof, but only to
the extent the related Loan or Serviced Loan Combination permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with
the Servicing Standard. Such flood insurance shall be in an amount equal to the
least of (i) the unpaid principal balance of the related Loan or Serviced Loan
Combination, (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended, and (iii) the amount required
by the related Loan Documents. If the cost of any insurance described above is
not borne by the Borrower, the Master Servicer shall promptly make a Servicing
Advance for such costs, subject to Section 3.03(c).

            (g) During all such times as any REO Property acquired in respect of
a Loan or Serviced Loan Combination is located in a federally designated special
flood hazard area, the Special Servicer shall cause to be maintained, to the
extent available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standard), a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount equal to the least of (i) the unpaid principal
balance of the related Loan or Serviced Loan Combination, (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act
of 1973, as amended, and (iii) the amount required by the related Loan
Documents. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust Fund 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 Master Servicer as a Servicing Advance.

            (h) The Master Servicer shall, to the extent permitted by the
related Loan Documents, require that each policy of business income insurance
maintained by a Borrower under any Loan have a minimum term of at least [12]
months.

            (i) Within [45] days after the Closing Date, the Master Servicer
shall notify each Environmental Insurer under any Environmental Insurance Policy
relating to a Loan or Serviced Combination Loan disclosed to the Master Servicer
in its review of the Mortgage Loan Schedule and the Servicing Files that (A)
both the Master Servicer and the Special Servicer shall be sent notices under
such Environmental Insurance Policy and (B) the Trustee, on behalf of the Trust,
shall be the loss payee under such Environmental Insurance Policy. The Master
Servicer and the Special Servicer shall abide by the terms and conditions
precedent to payment of claims under such Environmental Insurance Policy and
shall take all such action as may be required to comply with the terms and
provisions of such policy in order to maintain, in full force and effect, such
policy.

            (j) In the event that the Master Servicer has actual knowledge of
any event (an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Loan or Serviced Combination
Loan covered thereby, the Master Servicer shall, in accordance with the terms of
such Environmental Insurance Policy and the Servicing Standards, timely make a
claim thereunder with the appropriate insurer and shall take such other actions
in accordance with the Servicing Standards which are necessary under such
Environmental Insurance Policy in order to realize the full value thereof for
the benefit of the Certificateholders (and, if such Insured Environmental Event
relates to any Serviced Loan Combination, for the benefit of any related Junior
Loan Holder(s)). Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standards under an Environmental Insurance
Policy shall be paid by the Master Servicer and shall be reimbursable to it as a
Servicing Advance.

                                     -120-
<PAGE>

            In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Loans or Serviced Loan Combinations, the Master Servicer shall, within
[three] Business Days after receipt of such notice, notify the Special Servicer,
the Directing Certificateholder, the Rating Agencies and the Trustee of such
termination in writing. Upon receipt of such notice, the Master Servicer or the
Special Servicer shall address such termination in accordance with Section
3.07(a) in the same manner as it would the termination of any other Insurance
Policy required under the related Loan Documents.

            SECTION 3.08. Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions.

            (a) As to each Loan or Serviced Loan Combination which contains a
provision in the nature of a "due-on-sale" clause, which by its terms:

            (i) provides that such Loan or Serviced Loan Combination 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 the
      related Borrower, or

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

      the Master Servicer shall (for any Loan that is not a Specially Serviced
      Loan) provide notice to the Special Servicer of any request for a waiver
      thereof, and the Master Servicer or the Special Servicer, as the case may
      be, shall enforce such due-on-sale clause, unless the Master Servicer or
      the Special Servicer, as applicable, determines, in accordance with the
      Servicing Standard and subject to Section 3.08(d) and either Section
      3.21(e) or Section 3.32, as applicable, that (1) not declaring an Event of
      Default (as defined in the related Mortgage) or (2) granting such consent
      would be likely to result in a greater recovery (or an equal recovery,
      provided the other conditions for an assumption or waiver of a due-on-sale
      clause, if any, are met), on a present value basis (discounting at the
      related Mortgage Rate), than would enforcement of such clause or the
      failure to grant such consent. If the Master Servicer or the Special
      Servicer, as applicable, determines that (1) not declaring an Event of
      Default (as defined in the related Mortgage) or (2) granting such consent
      would be likely to result in a greater recovery (or an equal recovery,
      provided the other conditions for an assumption or waiver of a due-on-sale
      clause, if any, are met), the Master Servicer or the Special Servicer, as
      the case may be, shall take or enter into an assumption agreement from or
      with the proposed transferee as obligor thereon, provided that (x) the
      credit status of the prospective transferee is in compliance with the
      Servicing Standard and the terms of the related Mortgage and (y) with
      respect to any Loan which is a Significant Loan, the Master Servicer or
      the Special Servicer, as the case may be, shall have received written
      confirmation from each of the Rating Agencies that such assumption would
      not, in and of itself, cause a downgrade, qualification or withdrawal of
      any of the then-current ratings assigned to the Certificates. The Master
      Servicer or the Special Servicer, as the case may be, shall require the
      related Borrower to pay the costs of such confirmation, otherwise, such
      costs shall be a Trust Fund expense.

            (b) Neither the Master Servicer nor the Special Servicer shall (x)
consent to the foreclosure of any Mezzanine Loan other than by a Permitted
Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
except to a Permitted Mezzanine Loan Holder, except, in each case, as otherwise
provided in Section 3.08(a). Neither the consent of the Master Servicer nor the
consent of the Special Servicer shall be required for the foreclosure by a
Permitted Mezzanine Loan Holder if an

                                     -121-
<PAGE>

event of default has been declared under the related Loan or Serviced Loan
Combination (and each Rating Agency has been notified of such event of default),
if such consent is not required in the related mezzanine intercreditor
agreement, and the related mezzanine lender complies with the applicable
conditions set forth in the related intercreditor agreement .

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

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

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

      the Master Servicer shall provide notice to the Special Servicer of any
      request for a waiver thereof, and the Master Servicer or the Special
      Servicer, as the case may be, shall enforce such due-on-encumbrance clause
      and in connection therewith shall (i) accelerate payments thereon or (ii)
      withhold its consent to such lien or encumbrance unless the Master
      Servicer or the Special Servicer, as the case may be, (x) determines, in
      accordance with the Servicing Standard, and subject to Section 3.08(d) and
      either Section 3.21(e) or 3.32, as applicable, that (1) not accelerating
      payments on such Loan or (2) granting such consent would result in a
      greater recovery (or an equal recovery, provided the other conditions for
      a waiver of a due-on-encumbrance clause, if any, are met) on a present
      value basis (discounting at the related Mortgage Rate) than would
      enforcement of such clause or the failure to grant such consent and (y)
      with respect to any Loan that is (1) a Significant Loan or (2) together
      with the proposed subordinate debt would have a combined debt service
      coverage ratio of less than [1.20]x or a combined loan-to-value ratio of
      [85]% or greater, has received written confirmation from each of the
      Rating Agencies to the effect that (1) not accelerating such payments or
      (2) granting such consent would not, in and of itself, cause a downgrade,
      qualification or withdrawal of any of the then-current ratings assigned to
      the Certificates. To the extent permitted by the Loan Documents, the
      Master Servicer or the Special Servicer, as the case may be, will require
      the Borrower to pay the costs associated with such Rating Agency
      confirmation, otherwise it is considered a Trust Fund expense.

            (d) Notwithstanding subsections (a) and (c) above, in no event shall
the Master Servicer waive any rights under a "due-on-sale" or
"due-on-encumbrance" clause with respect to any Loan or Serviced Loan
Combination unless (i) the Master Servicer shall have notified the Special
Servicer of such waiver, (ii) the Master Servicer shall have submitted the
Master Servicer's written recommendation and analysis to the Special Servicer,
(iii) the Master Servicer shall have submitted to the Special Servicer the
documents within the possession of the Master Servicer that are reasonably
requested by the Special Servicer, (iv) the Special Servicer shall have approved
such waiver (which approval shall, be deemed granted if not denied within [15]
Business Days of its receipt of the Master Servicer's recommendation and any
additional documents and information that the Special Servicer may reasonably
request), and, in this regard, the Special Servicer shall notify the Directing
Certificateholder of the request for the waiver and of its own approval and
submitted to the Directing Certificateholder each of the documents submitted to
the Special Servicer by the Master Servicer and the Directing Certificateholder
shall have informed the Special Servicer that it has approved (such approval
subject to the last paragraph of Section 3.21(e)), such waiver; provided,
however, that the Special Servicer shall advise the Directing Certificateholder
of its approval (if any) of such waiver promptly (but in no case to exceed [10]
Business

                                     -122-
<PAGE>

Days) following its receipt of such notice, recommendations, analysis, and
reasonably requested documents from the Master Servicer; and, provided, further,
that, if the Directing Certificateholder does not reject such recommendation
within [five] Business Days of its receipt of the Special Servicer's
recommendation and any additional documents and information that the Directing
Certificateholder may reasonably request, then the waiver shall be deemed
approved. The Master Servicer, with respect to any Loan that is not a Specially
Serviced Loan, shall then process such documentation.

            (e) 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 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.

            (f) Except as otherwise permitted by Section 3.20, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend
any term of any Loan or Serviced Loan Combination in connection with the taking
of, or the failure to take, any action pursuant to this Section 3.08.

            (g) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer may grant a Borrower's request for consent to subject the
related Mortgaged Property to an easement, right-of-way or similar agreement for
utilities, access, parking, public improvements or another purpose and may
consent to subordination of the related Loan to such easement, right-of-way or
similar agreement, provided that the Master Servicer shall have determined (i)
in accordance with the Servicing Standard that such easement, right-of-way or
similar agreement will not materially interfere with the then-current use of the
related Mortgaged Property or the security intended to be provided by such
Mortgage and will not materially and adversely affect the value of such
Mortgaged Property and (ii) that no Trust REMIC will fail to qualify as a REMIC
as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the Closing Date would be imposed on any Trust REMIC as a
result thereof, provided, further, that the Master Servicer shall cause the
Borrower to pay the costs (including attorneys' fees and expenses) associated
with the determination described in clause (ii).

            (h) With respect to any Loan or Junior Loan that permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Loan"), to the
extent permitted under the related Loan Documents:

            (i) The Master Servicer shall effect such defeasance only through
      the purchase of non-callable U.S. Treasury securities or other
      non-callable government securities satisfying the REMIC Provisions and
      which are acceptable to the Rating Agencies as defeasance collateral
      ("Defeasance Collateral"), which purchase shall be made in accordance with
      the terms of such Defeasance Loan (except that the Master Servicer is
      authorized to accept Defeasance Collateral meeting the foregoing
      requirements in spite of more restrictive requirements of the related Loan
      Documents); provided, however, that the Master Servicer shall not accept
      the amounts paid by the related Borrower to effect defeasance until such
      Defeasance Collateral has been identified, and provided, further, that no
      defeasance shall be accepted within two years after the Closing Date.

            (ii) If such Loan or Junior Loan permits the assumption of the
      obligations of the related Borrower by a successor Borrower, the Master
      Servicer shall cause the Borrower or such successor Borrower to pay all
      expenses incurred in connection with the establishment of a successor
      Borrower that shall be a Single-Purpose Entity and to cause an assumption
      by such successor Borrower of the defeased obligations under the related
      Note. At Borrower's expense,

                                     -123-
<PAGE>

      the Master Servicer shall be permitted to establish a single
      Single-Purpose Entity to assume the defeased obligations under all of the
      Loan(s) and/or Junior Loan(s) that will be defeased.

            (iii) The Master Servicer shall cause to be delivered an Opinion of
      Counsel, at such Borrower's expense, to the effect that the assignment of
      the Defeasance Collateral to the Trustee is valid and enforceable (subject
      to certain customary limitations) and that the Trustee has a first
      priority security interest in the Defeasance Collateral.

            (iv) The Master Servicer shall obtain, at the related Borrower's
      expense, a certificate from an Independent certified public accountant
      certifying that the Defeasance Collateral is sufficient to make all
      scheduled payments under the related Note.

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, (X) with respect to [_____], if such defeasance or partial
      defeasance or such Mortgaged Property relates to (1) any Loan that
      represents one of the 10 largest Loans (which for purposes of this clause
      (v) shall include groups of Crossed Loans and groups of Loans made to
      affiliated Borrowers) or (2) has a Stated Principal Balance at the time of
      defeasance of more than $[20,000,000] or represents more than [5]% of the
      aggregate Stated Principal Balance of all Loans at such time, the Master
      Servicer, at the expense of the related Borrower, shall obtain written
      confirmation from [_____] that such defeasance would not, in and of
      itself, result in a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates; provided that, in the
      case of any Loan that is not a Loan covered by clause (1) or (2), the
      Master Servicer shall be required to obtain confirmation from [_____]
      unless the Master Servicer delivers to [_____] a notice in the form
      attached hereto as Exhibit P and (Y) with respect to [____], if such
      defeasance or partial defeasance or such Mortgaged Property relates to any
      Loan that represents one of the 10 largest Loans of all Loans at such
      time, the Master Servicer shall obtain, at the expense of the related
      Borrower, written confirmation from each [_____] that such defeasance
      would not, in and of itself, result in a downgrade, qualification or
      withdrawal of any of the then-current ratings assigned to the
      Certificates.

            (vi) Subject to the related Loan Documents, neither the Master
      Servicer nor the Special Servicer shall permit the release of any
      Mortgaged Property through defeasance unless the related Borrower
      establishes to the satisfaction of the Master Servicer or the Special
      Servicer, as the case may be, that the lien on such Mortgaged Property
      will be released to facilitate the disposition thereof or to facilitate
      any other customary commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, if the related Loan so requires and provides for the related
      Borrower to pay the cost thereof, the Master Servicer shall require such
      Borrower to deliver or cause to be delivered an Opinion of Counsel to the
      effect that such release will not cause any Trust REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding or cause a
      tax to be imposed on the Trust Fund or any Trust REMIC.

            (viii) Neither the Master Servicer nor the Special Servicer shall
      permit a partial defeasance with respect to any Loan or Junior Loan unless
      the value of the Defeasance Collateral is at least the amount required
      pursuant to the related Loan Documents with respect to such partial
      defeasance.

            To the extent not prohibited under the related Loan Documents, any
costs to the Master Servicer of obtaining legal advice to make the
determinations required to be made by it pursuant to this Section 3.08(h), or
obtaining the Rating Agency confirmations required by this Section 3.08(h),

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<PAGE>

shall be borne by the related Borrower as a condition to the Master Servicer's
obligation to effect the defeasance of the related Loan or Junior Loan or
advanced as a Servicing Advance by the Master Servicer, and otherwise shall be a
Trust Fund expense. The Master Servicer shall deliver all documents relating to
the defeasance of any Loan to the Trustee for inclusion in the related Mortgage
File.

            (i) With respect to any Loan or Serviced Loan Combination that
permits the related Borrower to incur subordinate indebtedness secured by the
related Mortgaged Property, the Master Servicer shall receive any such request
from Borrower, and shall forward its analysis and recommendation to the Special
Servicer. The Special Servicer shall approve any such recommendation (which
approval shall be deemed granted if not denied within [15] Business Days of its
receipt of the Master Servicer's recommendation and any additional documents and
information that the Special Servicer may reasonably request) and promptly (in
any event, within not more than [10] Business Days of its receipt of the Master
Servicer's recommendation and any additional documents and information that the
Special Servicer may reasonably request) forward such analysis and
recommendation to Directing Certificateholder, who shall approve or reject such
recommendation (such approval subject to the last paragraph of Section 3.21(e)).
The Directing Certificateholder shall be deemed to have approved such
recommendation if not denied within [5] Business Days of its receipt of the
Special Servicer's recommendation and any additional documents and information
that the Directing Certificateholder may reasonably request. The Master
Servicer, with respect to any Loan that is not a Specially Serviced Loan, shall
then process such documentation.

            (j) With respect to any Loan or Junior Loan, subject to the related
Loan Documents, neither the Master Servicer nor the Special Servicer shall
permit the related Borrower to substitute any real property, any rights with
respect to real property, or any other real property interest whatsoever for the
Mortgaged Property securing such Loan as of the Closing Date without receipt of
(i) an Opinion of Counsel, at the expense of the Borrower, to the effect that
the substitution will not cause the related Loan or Junior Loan, as applicable,
to fail to qualify as a "qualified mortgage" as defined under Section 860G(a)(3)
of the Code while such Loan is owned by the Lower-Tier REMIC or while such
Junior Loan is owned by a REMIC and (ii) (A) if such Loan is one of the ten
largest Loans by Stated Principal Balance of all Loans at such time or such Loan
individually or together with all other Loans, if any, that are in the same
Crossed Group as such Loan, is one of the ten largest Loans by Stated Principal
Balance of all Loans at such time, confirmation from [_______], and (B) with
respect to any Loan, confirmation from [_______], as applicable, that such
substitution of any real property, any rights with respect to real property, or
any other real property interest whatsoever for the Mortgaged Property securing
such Loan will not cause a withdrawal, downgrade or qualification of the
then-current ratings of the Certificates.

            SECTION 3.09. Realization Upon Defaulted Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Loans
and/or Junior 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. In any case in which a Mortgaged Property shall have suffered damage
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, the Master 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 judgment
in accordance with the Servicing Standard that such restoration will increase
the net proceeds of liquidation of such Mortgaged Property to Certificateholders
(and, in the case of any Serviced Loan Combination,

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<PAGE>

any related Junior Loan Holder(s)), taken as a collective whole, after
reimbursement to the Master Servicer for such Servicing Advance and interest
thereon and the Master Servicer has determined that such Servicing Advance
together with accrued and unpaid interest thereon will be recoverable by the
Master Servicer out of the proceeds of liquidation of such Mortgaged Property,
as contemplated in Section 3.05(a). The Master Servicer shall, subject to
Section 3.03(c), make Servicing Advances to cover all costs and expenses
incurred by the Special Servicer in any such proceedings, provided that, in each
case, such cost or expense would not, if incurred, constitute a Nonrecoverable
Servicing Advance. The Master Servicer may pay out of the Collection Account as
an expense of the Trust Fund costs or expenses that would otherwise be
determined to be a Nonrecoverable Servicing Advance as and to the extent
provided in the next to last paragraph of Section 3.03(c).

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its reasonable judgment taking into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Loan or
Serviced Loan Combination, the occupancy level and physical condition of the
related Mortgaged Property, the state of the local economy, the obligation to
dispose of any REO Property within the time period specified in Section 3.16(a)
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 Standard. If
and when the Special Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Specially Serviced Loan, whether for purposes of bidding at foreclosure or
otherwise, the Special Servicer is authorized to have an Appraisal performed
with respect to such property, the cost of which Appraisal shall be paid by the
Master 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 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 any Trust REMIC under the REMIC Provisions or cause
      any Trust 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,
the Special Servicer shall not, 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 and, with respect to any Serviced
Loan Combination, the related Junior Loan Holder(s), 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 Standard, based on an Environmental Assessment of
such Mortgaged Property performed within the preceding [12] months by an
Independent Person who regularly conducts Environmental Assessments and/or the
existence of an Environmental Insurance Policy covering such Mortgaged Property,
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

                                     -126-
<PAGE>

      the Mortgaged Property in compliance therewith is reasonably likely to
      produce a greater recovery on a 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 present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Master Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund (or, if a Serviced Loan
Combination is involved, at the expense of the Trust Fund and the related Junior
Loan Holder(s), allocable between them as provided in the related Intercreditor
Agreement), perform such additional environmental testing as it deems necessary
and prudent to determine whether the conditions described in clauses (i) and
(ii) of the second 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 Specially Serviced 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 6 of the related Mortgage Loan Purchase Agreement[s]
for which the related Mortgage Loan Seller[s] or other Responsible Party could
be required to repurchase such Defaulted Loan pursuant to Section 7 of the
related Mortgage Loan Purchase Agreement[s], then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust
Fund and, in the case of any Serviced Loan Combination, of the related Junior
Loan Holder(s)), taken as a collective whole, and consistent with the Servicing
Standard (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.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Master Servicer, the Directing
Certificateholder, any Requesting Subordinate Certificateholder (at the expense
of such requesting Holder) and, with respect to any Serviced Loan Combination,
if such Environmental Assessment relates to such Serviced Loan Combination, to
each related Junior Loan Holder monthly regarding any actions taken by the
Special Servicer with respect to any Mortgaged Property securing a Specially
Serviced 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
or replacement of the related Loan by the related Responsible Party pursuant to
Section 7 of the applicable Mortgage Loan Purchase Agreement[s] or release of
the lien of the related Mortgage on such Mortgaged Property. The Trustee shall,
upon request, forward all such reports to the Certificateholders (at the expense
of the requesting party) and each Rating Agency.

            (f) The Master Servicer shall report to the Internal Revenue Service
and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property that is
abandoned or foreclosed, the receipt of mortgage interest received in a trade or
business and the forgiveness of indebtedness with respect to any Mortgaged
Property required by

                                     -127-
<PAGE>

Sections 6050J, 6050H and 6050P, respectively, of the Code. Annually in each
January, the Special Servicer shall provide the Master Servicer with all
information or reports necessary to enable the Master Servicer to fulfill its
obligations under this Section 3.09(f) (and shall from time to time provide
additional information or reports promptly upon the Master Servicer's request
therefor). The Master 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 Standard, 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 subject 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 Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Master Servicer and if related to a Serviced Loan Combination, to
each related Junior Loan Holder, as applicable, 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 Loan, the purchase of an A Loan
by a related Junior Loan Holder pursuant to the related Intercreditor Agreement,
the purchase of any Loan by the holder of a related mezzanine loan in connection
with a default pursuant to any related mezzanine loan intercreditor agreement or
the receipt by the Master 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 Master Servicer or the Special Servicer will promptly
notify the Trustee and request delivery of the related Mortgage File and, in the
case of the payment of in full of any Junior Loan or the purchase thereof by the
holder of a related mezzanine loan, the Master Servicer or the Special Servicer,
as the case may be, shall promptly so notify each related Junior Loan Holder and
request delivery to it of the related Note. Any such notice and request shall be
in the form of a Request for Release (and shall include two copies) signed by a
Servicing Officer (or in a mutually agreeable electronic format that will, in
lieu of a signature on its face, originate from 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
Collection Account pursuant to Section 3.04(a) or remitted to the Master
Servicer to enable such deposit, have been or will be so deposited. Within [six]
Business Days (or within such shorter period as release can reasonably be
accomplished if the Master Servicer notifies the Trustee of an exigency) of
receipt of such notice and request, the Trustee (or, to the extent provided in
Section 3.01(b), the Master Servicer or the Special Servicer, as applicable)
shall execute such instruments of satisfaction, deeds of reconveyance and other
documents as shall have been furnished to it by the Master Servicer, and the
Trustee shall release and deliver the related Mortgage File to the Master
Servicer or the 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 any account maintained hereunder.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Loan or Junior Loan, the Master Servicer or the Special Servicer shall
deliver to the Trustee two copies of a Request for Release signed by a Servicing
Officer (or in a mutually agreeable electronic format that will, in lieu of a
signature on its face, originate from a Servicing Officer). Upon receipt of the
foregoing, the Trustee shall deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer (or a designee), as the case may
be. Upon return of the Mortgage File to the Trustee, the Trustee shall execute
an acknowledgment of receipt.

                                     -128-
<PAGE>

            (c) The Special Servicer shall be responsible for the preparation of
any court pleadings, requests for trustee's sale or, except as otherwise
contemplated by Section 3.20, other documents necessary to the release of
collateral securing a Specially Serviced Loan or Junior Loan related to a
Specially Serviced Loan, or to foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Note or Mortgage or
otherwise available at law or in equity and shall forward such documents and
pleadings to the Trustee and, if applicable, the related Junior Loan Holder(s)
for execution. 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 such documents or pleadings. When submitted
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 or any related Junior Loan Holder and certifying as to the reason
such documents or pleadings are required, that the proposed action is in the
best interest of the Certificateholders (and, in the case of any Serviced Loan
Combination, the related Junior Loan Holder(s)), in each case, taken as a
collective whole, and that the execution and delivery thereof by the Trustee or
any related Junior Loan Holder, as the case may be, 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 Master
Servicer shall be entitled to receive the Master Servicing Fee (subject to the
third, fourth and last paragraphs of this Section 3.11(a)) with respect to each
Loan and each Junior Loan (including, if applicable, the Specially Serviced
Loans, Defeasance Loans and Additional Collateral Loans) and any successor REO
Loans with respect thereto at the Master Servicing Fee Rate. The Master
Servicing Fee with respect to any Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Master Servicing Fee shall be
payable monthly, on a loan-by-loan basis, from payments of interest on the
related Loan and REO Revenues allocable as interest on the related REO Loan. In
no event will the Master Servicer or the Primary Servicer be entitled to retain
a servicing fee from the amount of any P&I Advance, regardless of whether the
related Borrower is obligated to reimburse Master Servicing Fees or Primary
Servicing Fees.

            The Master Servicer, on behalf of itself, [the holder of the Excess
Servicing Strip] and the Assignable Primary Servicing Fee and any Primary
Servicer, shall be entitled to recover unpaid Master Servicing Fees and Primary
Servicing Fees in respect of any Loan, Junior Loan or REO Loan (including any
Specially Serviced Loan, Defeasance Loan or Additional Collateral Loan) required
to be serviced by it 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). Subject to the third, eighth and last paragraphs of this
Section 3.11(a), the right to receive the Master Servicing Fee (and, except to
the extent set forth in the Primary Servicing Agreement with respect to a
Primary Servicer and except as set forth in this Section 3.11(a), the related
Primary Servicing Fee) may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement. The parties hereto acknowledge that the
annual fees of each Rating Agency will be paid by the Master Servicer on an
ongoing basis.

            [Notwithstanding anything herein to the contrary, [________] (and
its successors and assigns) may at its option assign or pledge to any third
party or retain for itself the Excess Servicing Strip and the Assignable Primary
Servicing Fee; provided, however, that in the event of any resignation or
termination of [________], all or any portion of the Excess Servicing Strip
and/or the Assignable Primary Servicing Fee may be reduced by the Trustee to the
extent reasonably necessary (in the sole discretion of

                                     -129-
<PAGE>

the Trustee) for the Trustee to obtain a qualified successor Master Servicer and
Primary Servicer with respect to the Loans being primarily serviced by
[________] (which successor may include the Trustee) that meets the requirements
of Section 6.4 and that requires market rate servicing compensation that accrues
at a per annum rate in excess of [___]% ([__] basis points). The Master Servicer
shall pay the Excess Servicing Strip and the Assignable Primary Servicing Fee to
the holder of the Excess Servicing Strip and the Assignable Primary Servicing
Fee (i.e., [_______]or any such third party) at such time and to the extent the
Master Servicer is entitled to receive payment of its Master Servicing Fees
hereunder, notwithstanding any resignation or termination of [_______] hereunder
(subject to reduction pursuant to the preceding sentence).]

            Additional servicing compensation ("Additional Servicing
Compensation") in the form of (i) [50]% of all assumption application fees and
assumption fees paid by the Borrowers on all Loans and Serviced Loan
Combinations that are not Specially Serviced Loans (but only when and to the
extent that all amounts then due and payable with respect to such Loans have
been paid), (ii) all Penalty Charges actually collected on each Loan (other than
Specially Serviced Loans) but only when and to the extent that (A) all amounts
then due and payable with respect to such Loan (including outstanding interest
on all Advances accrued with respect to such Loan) have been paid, (B) the Trust
Fund has been reimbursed with respect to any Advances made with respect to such
Loan, together with interest thereon if such interest was paid to the Master
Servicer, from a source of funds other than Penalty Charges collected on such
Loan, and (C) the Trust Fund has been reimbursed for any Additional Trust Fund
Expenses incurred since the Closing Date with respect to such Loan and
previously paid from a source other than Penalty Charges on such Loan, (iii)
charges for beneficiary statements or demands and amounts collected for checks
returned for insufficient funds, (iv) all commercially reasonable fees actually
collected on or with respect to any Loan or Serviced Loan Combination for
modifications, extensions, earnouts and other actions for which the Master
Servicer is responsible pursuant to Section 3.20 (but only when and to the
extent that all amounts then due and payable after giving effect to any
modification with respect to the related Loan or Serviced Loan Combination, as
applicable, have been paid), (v) reasonable and customary consent fees and fees
in connection with defeasance, if any, of any such Loan or Serviced Loan
Combination and (vi) other customary charges, in each case only to the extent
actually paid by the related Borrower, shall be retained by the Master Servicer
and shall not be required to be deposited in the Collection Account or any
Junior Loan Custodial Account, as applicable, maintained by the Master Servicer
pursuant to Section 3.04(a). Notwithstanding anything to the contrary in clause
(ii) of the first sentence of this paragraph or in the last paragraph of Section
3.11(b), (x) the Master Servicer shall be entitled to that portion, if any, of a
Penalty Charge collected on a Specially Serviced Loan that accrued prior to the
related Servicing Transfer Event and (y) if the Special Servicer has partially
waived any Penalty Charge part of which accrued prior to the related Servicing
Transfer Event, any collections in respect of such Penalty Charge shall be
shared pro rata by the Master Servicer and the Special Servicer based on the
respective portions of such Penalty Charge to which they would otherwise have
been entitled. With respect to Loans which are not Specially Serviced Loans, any
fees payable by the related Borrower with respect to the servicing activities
set forth in Sections 3.08(a), 3.08(c), 3.08(i), 3.20(c) and 3.29(d), shall be
considered Additional Servicing Compensation, and such fees that are in the
nature of an application fee shall be payable entirely to the Master Servicer
and any fee payable by the Borrower upon the completion of the servicing
activities set forth in such section shall be shared equally by the Master
Servicer and the Special Servicer. Compensation payable with respect to
servicing activities set forth under Sections 3.08(h) and 3.20(b) shall be paid
entirely to the Master Servicer.

            The Master Servicer also shall be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account or any Junior Loan
Custodial Account maintained by the Master Servicer 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); (ii) interest earned on deposits in any Cash
Collateral Account, any Lockbox Account and the

                                     -130-
<PAGE>

Servicing Accounts maintained by the Master Servicer that is not required by
applicable law or the related Loan Documents to be paid to the Borrower; and
(iii) collections representing Prepayment Interest Excess for any Distribution
Date on the Loans (except to the extent necessary to offset Prepayment Interest
Shortfalls on such Loans for such Distribution Date).

            [The Master Servicer shall not be entitled to any Master Servicing
Fees or any other compensation from the Trust Fund hereunder with respect to any
CBA B Loan.]

            [In respect of each Broker Strip Loan, the Master Servicer shall, on
a monthly basis, by the last day of the month following the month in which the
Master Servicer collected any related Broker Strip Interest, remit to the
applicable Broker Strip Payee the amount of the Broker Strip Interest so
collected.]

            The Master Servicer shall be entitled to the above-described
Additional Servicing Compensation (without sharing such Additional Servicing
Compensation with the Special Servicer or any other Person) with respect to the
Junior Loans (as though such loans were Loans) to the extent not expressly
prohibited under the related Intercreditor Agreements; provided that, in no such
case, shall the payment of any such compensation with respect to a Junior Loan
reduce amounts otherwise payable to the Certificateholders.

            The initial Master Servicer in its individual capacity (and its
successors and assigns) shall also be entitled to receive all Primary Servicing
Fees on each Loan and Junior Loan (including any Specially Serviced Loan,
Additional Collateral Loan and Defeasance Loan) that is not serviced by a
Primary Servicer, and on any successor REO Loan with respect to the foregoing,
computed on the basis of the related Stated Principal Balance and for the same
period and in the same manner respecting which any related interest payment due
(or deemed to be due) on the related Loan, Junior Loan or REO Loan is computed.
The right of the initial Master Servicer (and its successors and assigns) to
receive such Primary Servicing Fees in accordance with the provisions hereof
shall not be terminated under any circumstance, including transfer of the
servicing or subservicing of the Loans to another entity or the termination of
the initial Master Servicer in its capacity as Master Servicer, except to the
extent that any portion of such Primary Servicing Fee is needed (as determined
by the Trustee in its discretion) to compensate any replacement primary servicer
for assuming the duties of the initial Master Servicer as Primary Servicer under
this Agreement. The initial Master Servicer in its individual capacity (and its
successors and assigns) shall be permitted to assign such Primary Servicing Fees
to any party without restriction, subject to the exception in the immediately
preceding sentence. Notwithstanding the foregoing, each Primary Servicer which
is not the initial Master Servicer shall be entitled to all Primary Servicing
Fees on all Loans and Junior Loans primary serviced by it pursuant to the terms
of the applicable Primary Servicing Agreement.

            Except as specifically provided herein, the Master 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 for 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 Collection Account or any Junior
Loan Custodial Account maintained by the Master Servicer, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            [In the event that [_______] is terminated or resigns as Master
Servicer, it (and its successors and assigns) will be entitled to retain the
Excess Servicing Strip and the Assignable Primary Servicing Fee, except to the
extent that any portion of such Excess Servicing Strip or the Assignable

                                     -131-
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Primary Servicing Fee is needed (as determined by the Trustee in its discretion)
to compensate any replacement Master Servicer for assuming the duties of
[_______] under 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 Loan and REO Loan. As to each such Specially Serviced
Loan and REO Loan, the Special Servicing Fee shall accrue at the Special
Servicing Fee Rate (in accordance with the same terms of the related 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
Loan and for the same period respecting which any related interest payment due
on such Specially Serviced Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced Loan
or REO Loan 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 of the Special Servicer to
receive the related 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 (i) all assumption
application and assumption fees on all Specially Serviced Loans, (ii) one-half
of all assumption application fees and assumption fees on any Loans other than
Specially Serviced Loans and (iii) all commercially reasonable extension fees
and all fees received on or with respect to loan modifications for which the
Special Servicer is responsible pursuant to Section 3.20(a), but only to the
extent actually collected from the related Borrower and only when and to the
extent that all amounts then due and payable after giving effect to any
modification with respect to the related Loan or Serviced Loan Combination
(including those payable to the Master Servicer pursuant to Section 3.11(a))
have been paid, shall be promptly paid to the Special Servicer by the Master
Servicer and shall not be required to be deposited in the Collection Account or
any Junior Loan Custodial Account pursuant to Section 3.04(a).

            The Special Servicer shall also be entitled to servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate. The "Workout Fee Rate" means [___]% applied to each
collection of interest (other than Default Interest) and principal (including
scheduled payments, prepayments, Balloon Payments, payments at maturity and
payments received with respect to a partial condemnation of a Mortgaged Property
securing a Specially Serviced Loan) received on such Loan for so long as it
remains a Corrected Loan. The Workout Fee with respect to any Corrected Loan
will cease to be payable if the subject Loan or Junior Loan again becomes a
Specially Serviced Loan; provided that a new Workout Fee will become payable if
and when the subject Loan or Junior Loan again becomes a Corrected Loan. If the
Special Servicer is terminated (other than for cause), it shall retain the right
to receive any and all Workout Fees otherwise payable to it with respect to any
Loan and/or Junior Loan

            (i) that became a Corrected Loan during the period that it acted as
      Special Servicer and that was a Corrected Loan at the time of such
      termination; or

            (ii) that becomes a Corrected Loan subsequent to the time of such
      termination if the Special Servicer resolved the circumstances and/or
      conditions (including by way of a modification of the subject mortgage
      loan) which caused the subject mortgage loan to become a Specially
      Serviced Loan but the subject mortgage loan had not, when the Special
      Servicer was terminated, become a Corrected Loan because the related
      Borrower had not then made [three] consecutive monthly debt service
      payments (but the related Borrower then makes those [three] monthly debt
      service payments, and the subject mortgage loan subsequently becomes a
      Corrected Loan as a result of the Borrower making those three monthly debt
      service payments);

                                     -132-
<PAGE>

      in each case until the Workout Fee for any such loan ceases to be payable
      in accordance with the terms hereof (and the successor Special Servicer
      shall not be entitled to any portion of such Workout Fees).

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives any Liquidation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee. As to each Specially Serviced Loan or REO
Loan, the Liquidation Fee will be payable (subject to the provisos to the first
paragraph of Section 3.05(a)) out of, and will be calculated by application of a
"Liquidation Fee Rate" of [___]% of net Liquidation Proceeds received with
respect to such Specially Serviced Loan or REO Loan. Notwithstanding the
foregoing, no Liquidation Fee shall be payable under this Agreement in
connection with any of the exceptions set forth in the definition of
"Liquidation Fee."

            Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable under the circumstances provided in the proviso
to the definition of Liquidation Fee. If, however, Liquidation Proceeds are
received with respect to any Corrected 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 (other than Default Interest) on such Corrected Loan; provided,
however, that in no event will the Special Servicer receive both a Liquidation
Fee and a Workout Fee out of the same Liquidation Proceeds.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on each Specially Serviced Loan (other than, if
applicable, a Junior Loan) (but only to the extent actually collected from the
related Borrower and when and to the extent that all amounts then due and
payable with respect to such Specially Serviced Loan (including outstanding
interest on all Advances accrued with respect to such Specially Serviced Loan)
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 payable directly out of the Collection Account, a Junior
Loan Custodial Account or the REO Account, and the Special Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.

            SECTION 3.12. Reports to the Trustee; Collection Account Statements.

            (a) The Master Servicer shall deliver to the Trustee and the Special
Servicer, no later than 1:00 p.m. New York City time on the [second] Business
Day prior to each Distribution Date beginning in [___________], the CMSA Loan
Periodic Update File with respect to its respective Loans and Serviced Loan
Combinations and any successor REO Loans with respect thereto for the related
Distribution Date, including the anticipated P&I Advances and Servicing Advances
for the related Distribution Date and any accrued but unpaid interest on
Advances. The Master Servicer shall, subject to Section 3.12(h),
contemporaneously provide a copy of such report as it relates to any Junior Loan
of a Serviced Loan Combination to the related Junior Loan Holder. The Master
Servicer's responsibilities under this Section 3.12(a) with respect to Specially
Serviced Loans and REO Loans shall be subject to the satisfaction of the Special
Servicer's obligations under Section 3.21. For the purposes of the production by
the Master Servicer or the Special Servicer of any report, the Master Servicer
or the Special Servicer, as the case may be, may conclusively rely (without
independent verification), absent manifest error, on information provided to it
by the Depositor, by the Trustee, by the related Mortgage Loan Seller[s], by the
related Borrower or (x) in the case of such a report produced by the Master
Servicer, by the Special Servicer (if other than the Master Servicer or an
Affiliate thereof) and (y) in the case of such a report

                                     -133-
<PAGE>

produced by the Special Servicer, by the Master Servicer (if other than the
Special Servicer or an Affiliate thereof).

            Notwithstanding the foregoing, because the Master Servicer will not
receive the Servicing Files until the Closing Date and will not have sufficient
time to review and analyze such Servicing Files before the initial Distribution
Date, the parties agree that the CMSA Loan Periodic Update File required to be
delivered by the Master Servicer in [__________] (insofar as it relates to CSFB
Loans) will be based solely upon information generated from actual collections
received by the Master Servicer and from information the Depositor delivers or
causes to be delivered to the Master Servicer (including but not limited to
information prepared by third-party servicers of the subject Loans with respect
to the period prior to the Closing Date).

            (b) For so long as the Master Servicer makes deposits into and
withdrawals from the Collection Account, the Master Servicer shall, upon
request, forward to the Trustee a statement setting forth the status of the
Collection Account (and shall deliver to each Junior Loan Holder a statement
setting forth the status of the related Junior Loan Custodial Account) as of the
close of business on the last Business Day of the related Due Period showing the
aggregate amount of deposits into and withdrawals from such account of each
category of deposit specified in Section 3.04 and each category of withdrawal
specified in Section 3.05 for the related Due Period.

            (c) No later than 1:00 p.m. New York City time on the Master
Servicer Remittance Date beginning in [__________], the Master Servicer shall
deliver or cause to be delivered to the Trustee the following reports for the
Loans and Serviced Loan Combinations (and, if applicable, the REO Properties),
providing the required information as of the related Determination Date: (i) a
CMSA Comparative Financial Status Report, (ii) a CMSA Delinquent Loan Status
Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report;
(vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA
Financial File; and (ix) a CMSA Loan Level Reserve/LOC Report. Such reports
shall be in CMSA format (as in effect from time to time) and shall be in an
electronic format reasonably acceptable to both the Trustee and the Master
Servicer. The Master Servicer shall contemporaneously provide a copy of such
reports as they relate to any loan component in a Serviced Loan Combination to
the related Junior Loan Holder.

            For the purposes of the production by the Master Servicer or the
Special Servicer of any reports, documents or information required under this
Section 3.12 or under any other provision of this Agreement, the Master Servicer
or the Special Servicer, as the case may be, may (absent bad faith or manifest
error) conclusively rely on (without investigation, inquiry, independent
verification or any duty or obligation to recompute, verify or recalculate any
of the amounts and other information contained in) any reports, documents or
information provided to it by the Depositor, by the Trustee, by the related
Mortgage Loan Seller[s], by the related Borrower or (x) in the case of any such
reports, documents or information produced by the Master Servicer, by the
Special Servicer (if other than the Master Servicer or an Affiliate thereof) and
(y) in the case of any such reports, documents and information produced by the
Special Servicer, by the Master Servicer (if other than the Special Servicer or
an Affiliate thereof). The Trustee shall be entitled to conclusively rely on and
shall not be responsible for the accuracy of any information provided to it by
the Master Servicer or the Special Servicer pursuant to this Agreement, but
shall (in the absence of bad faith) be entitled to conclusively rely on such
information without any investigation, independent verification or inquiry or
any duty or obligation to recompute, verify or recalculate any of the amounts
and other information stated therein.

            The reporting obligations of the Master Servicer in connection with
a Serviced Loan Combination shall be construed to require the Master Servicer to
only provide information regarding such

                                     -134-
<PAGE>

Serviced Loan Combination, but whenever the Master Servicer remits funds to the
related Junior Loan Holder(s), it shall thereupon deliver to such holder a
remittance report identifying the amounts in such remittance. The Master
Servicer shall contemporaneously with any related delivery to the Trustee or the
Special Servicer, as applicable, provide any such reports which contain
information related to the Mortgaged Property securing any Serviced Loan
Combination, or financial information regarding any related Borrower to the
related Junior Loan Holder(s), as applicable, unless an earlier delivery is
expressly required hereunder.

            Within [30] days following the Closing Date, the Master Servicer
shall deliver to the Trustee the CMSA Loan Setup File for the Loans; provided
that the Depositor shall, within [20] days following the Closing Date deliver to
the Master Servicer the information to be included therein with respect to CSFB
Loans.

            By 4:00 p.m. New York City time on the fourth Business Day prior to
the Master Servicer Remittance Date, beginning in [________], the Special
Servicer shall prepare and deliver or cause to be delivered to the Master
Servicer the CMSA Special Servicer Loan File that contains the information
called for in, or that will enable the Master Servicer to provide, the CMSA
files and reports required to be delivered by the Master Servicer to the
Trustee, in each case with respect to any Specially Serviced Loans and REO
Properties.

            (d) The Master Servicer shall deliver or cause to be delivered to
the Trustee the following materials (and shall contemporaneously provide a copy
of such materials and related reports as they relate to a Junior Loan, as
applicable, of a Serviced Loan Combination, to the related Junior Loan Holder),
in each case to the extent that such materials or the information on which they
are based are required to be delivered pursuant to the Loan Documents for the
Loans and any related REO Properties and have been received by the Master
Servicer:

            (i) At least annually by [_____], commencing [________], or as soon
      thereafter as reasonably practicable based upon when, and the format in
      which, the Master Servicer receives the subject information, with respect
      to each Loan and each related REO Loan (to the extent prepared by and
      timely received from the Special Servicer in the case of any Specially
      Serviced Loan or REO Loan), a CMSA Operating Statement Analysis Report and
      CMSA NOI Adjustment Worksheet for the related Mortgaged Property or REO
      Property as of the end of the preceding fiscal year, together with copies
      of the operating statements and rent rolls (but only to the extent the
      related Borrower delivers such information to the Master Servicer and,
      with respect to operating statements and rent rolls for Specially Serviced
      Loans and REO Properties, to the extent timely delivered by the Special
      Servicer to the Master Servicer), for the related Mortgaged Property or
      REO Property as of the end of the preceding fiscal year.

            (ii) The Master Servicer shall use its reasonable efforts (but shall
      not be required to institute litigation) to obtain quarterly and annual
      operating statements and rent rolls with respect to each of such Loans,
      other than Specially Serviced Loans or REO Loans, which efforts shall
      include sending a letter to the related Borrower each quarter (followed up
      with telephone calls) requesting such quarterly and/or annual operating
      statements and rent rolls by no later than [60] days after the subject
      calendar quarter, or [90] days after the subject calendar year, to the
      extent such action is consistent with applicable law, the terms of such
      Loans and the Servicing Standard. Subject to the provisions of Section
      3.12(h) below, the Master Servicer shall (to the extent not otherwise
      delivered pursuant to clause (i) above) deliver copies of all of the
      foregoing items so collected to the Special Servicer, the Directing
      Certificateholder and any Requesting Subordinate Certificateholder (at the
      expense of such requesting Holder), and upon request, the Trustee and the
      Depositor, (x) in the case of quarterly operating statements and rent

                                     -135-
<PAGE>

      rolls, within the later of (A) [60] days after such quarter and (B) [45]
      days following receipt of such operating statements and rent rolls, and
      (y) in the case of annual operating statements and rent rolls, not later
      than the later of (A) [_____] of each calendar year and (B) [45] days
      following receipt of such operating statements and rent rolls.

            (iii) The Master Servicer shall maintain a CMSA Operating Statement
      Analysis Report for each Mortgaged Property securing each Loan (other than
      any such Mortgaged Property which is an REO Property or constitutes
      security for a Specially Serviced Loan) that shall be updated by the
      Master Servicer and delivered to the Trustee and any related Junior Loan
      Holder within [30] days after receipt by the Master Servicer of updated
      operating statements for such Mortgaged Property beginning in [_______],
      provided that the Master Servicer shall not be required to update the CMSA
      Operating Statement Analysis Reports more often than quarterly or such
      other longer period as operating statements are required to be delivered
      to the lender by the Borrower pursuant to the Loan Documents.

            The Special Servicer will be required pursuant to Section 3.12(f) to
deliver in a reasonable electronic format to the Master Servicer the information
required pursuant to this Section 3.12(d) with respect to Specially Serviced
Loans and REO Loans on or before [_______] of each year, commencing on
[________], and within [10] days after its receipt of any operating statement
for any related Mortgaged Property or REO Property.

            (e) The Special Servicer shall report to the Master Servicer any
events affecting, or which may affect, the most recent CMSA Servicer Watch List
for the Loans and Serviced Loan Combinations promptly upon the Special Servicer
having knowledge of such event. In addition, in connection with their servicing
of the respective Loans, the Master Servicer and the Special Servicer shall
provide to each other and to the Trustee (and solely with respect to any
Serviced Loan Combination, if any Junior Loan of such Serviced Loan Combination
is listed on the CMSA Servicer Watch List, the related Junior Loan Holder)
written notice of any event that comes to their knowledge with respect to a
Junior Loan or REO Property that the Master Servicer or the Special Servicer,
respectively, determines, in accordance with Servicing Standard, would have a
material adverse effect on such loan or REO Property, which notice shall include
an explanation as to the reason for such material adverse effect.

            (f) The Special Servicer shall deliver or cause to be delivered to
the Master Servicer and, upon the request of the Trustee, the Depositor, any
Junior Loan Holder or any Rating Agency, to any such requesting party, the
following materials, in each case to the extent that such materials or the
information on which they are based are required to be delivered by the Borrower
pursuant to the Loan Documents for the Loans and Serviced Loan Combinations have
been received by the Special Servicer:

            (i) Annually, on or before [_______] of each year, commencing
      [_______], or as soon thereafter as reasonably practicable based upon
      when, and the format in which, the Master Servicer receives the subject
      information, with respect to each Specially Serviced Loan and REO Loan, a
      CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet, both in written form and in electronic format reasonably
      acceptable to the Master Servicer, the Special Servicer and the Trustee
      for the related Mortgaged Property or REO Property as of the end of the
      preceding calendar year (but only to the extent that the Special Servicer
      has received such information from the Master Servicer at the time of the
      servicing transfer pursuant to Section 3.21 necessary to prepare the
      related CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet on a prospective basis), together with copies of the operating
      statements and rent rolls for the related Mortgaged Property or REO
      Property as of the end of the preceding calendar year.

                                     -136-
<PAGE>

            (ii) The Special Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual operating statements and rent rolls with respect to each Mortgaged
      Property constituting security for a Specially Serviced Loan and each REO
      Property, which efforts shall include sending a letter to the related
      Borrower or other appropriate party each quarter (followed up with
      telephone calls) requesting such quarterly and/or annual operating
      statements and rent rolls by no later than [60] days after the subject
      calendar quarter, or [90] days after the subject calendar year. The
      Special Servicer shall (to the extent not otherwise delivered pursuant to
      clause (i) above) deliver copies of all of the foregoing items so
      collected to the Master Servicer, the holders of any related Junior
      Loan(s), the Directing Certificateholder and any Requesting Subordinate
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee and the Depositor, (x) in the case of quarterly
      operating statements and rent rolls, within the later of (A) [60] days
      after such quarter and (B) [45] days following receipt of such operating
      statements and rent rolls, and (y) in the case of annual operating
      statements and rent rolls, not later than the later of (A) [_______] of
      each calendar year and (B) [45] days following receipt of such operating
      statements and rent rolls.

            (iii) The Special Servicer shall maintain a CMSA Operating Statement
      Analysis Report, both in written form and in electronic format reasonably
      acceptable to the Master Servicer, the Special Servicer and the Trustee,
      for each Mortgaged Property which constitutes security for a Specially
      Serviced Loan or is a REO Property that shall be updated by the Special
      Servicer and delivered to the Master Servicer, the Trustee and the holders
      of any related Junior Loan(s) within [10] days after receipt by the
      Special Servicer of updated operating statements for each such Mortgaged
      Property, provided that the Special Servicer shall not be required to
      update any CMSA Operating Statement Analysis Report more often than
      quarterly.

            (g) The Master Servicer and the Special Servicer hereby agrees to
deliver to each Rating Agency any information such Rating Agency may reasonably
request with respect to the Loans and Serviced Loan Combinations. The Trustee
shall be entitled to rely conclusively on and shall not be responsible for the
content or accuracy of any information provided to it by the Master Servicer or
the Special Servicer pursuant to this Agreement.

            (h) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement (including Section 3.15 and Article XI), then, notwithstanding
anything to the contrary herein, the Master Servicer or the Special Servicer, as
the case may be, may satisfy such obligation by (x) physically delivering a
paper copy of such statement, report or information, (y) delivering such
statement, report or information in a commonly used electronic format or (z)
making such statement, report or information available on the Master Servicer's
Website, unless this Agreement expressly specifies a particular method of
delivery; provided that all reports required to be delivered to the Trustee
shall be delivered in accordance with clause (x) or (y).

            (i) During any fiscal year of the Trust until the Trustee provides
written notice that it has filed a Form 15 with respect to the Trust as to that
fiscal year in accordance with Section 11.10, (x) the Master Servicer shall
monitor for the occurrence of any events specified under Section 11.12 and (to
the extent it has actual knowledge of, or should (in performing its obligations
in accordance with the Servicing Standard) have actual knowledge of, any such
event) shall promptly, but not later than [one] Business Day after obtaining
knowledge of such event, so notify the Trustee and the Depositor, and, not later
than [two] Business Days after obtaining knowledge of such event, set forth such
information in an additional report (which report shall be in a format
reasonably acceptable to the Trustee and the Master Servicer) and deliver such
report to the Trustee, and (y) the Special Servicer, solely with respect to
Specially Serviced Loans or REO Loans that relate to REO Properties and any
material impairment to such Loans, and only to the extent the Special Servicer
has actual knowledge of, or should (in performing

                                     -137-
<PAGE>

its obligations in accordance with the Servicing Standard) have actual knowledge
of, any events specified under Section 11.09, shall promptly, but not later than
[one] Business Day after obtaining knowledge of any such event, so notify the
Trustee and the Depositor, set forth such information in an additional report
(which report shall be in a format reasonably acceptable to the Trustee and the
Special Servicer) and deliver such report to the Trustee.

            SECTION 3.13. [Reserved]

            SECTION 3.14. [Reserved]

            SECTION 3.15. Access to Certain Information.

            The Master Servicer and the Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, to the Trustee, to
the Depositor, to each Rating Agency, to each Junior Loan Holder, to the Special
Servicer, 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, to any documentation regarding
the Loans and the Trust Fund within its control (but with respect to a Junior
Loan Holder, relating to the corresponding Loan Combination only) which may be
required by this Agreement or by applicable law.

            Such access shall be afforded without charge (except that the Master
Servicer and Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it.

            Nothing in this Section 3.15 shall detract from the obligation of
the Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of the Master 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. Nothing herein shall be deemed to
require the Master Servicer or the Special Servicer to confirm, represent or
warrant the accuracy of any other Person's information or report, included in
any communication from the Master Servicer or the Special Servicer or from any
other Person. No Master Servicer or Special Servicer may be held liable for the
dissemination of information in accordance with this Agreement. Neither the
Master Servicer nor the Special Servicer shall have any liability to the
Depositor, the Trustee, any Certificateholder, any Certificate Owner, any Junior
Loan Holder, the Initial Purchaser, any Underwriter, any Rating Agency or any
other Person to whom the Master Servicer or the Special Servicer, as applicable,
delivers information pursuant to and in accordance with this Section 3.15 or any
other provision of this Agreement for federal, state or other applicable
securities law violations relating to the disclosure of such information. The
Master Servicer and the Special Servicer may each disclaim responsibility for
any information distributed by the Trustee or any other party to this Agreement
for which the Master Servicer or the Special Servicer, as applicable, is not the
original source. The Master Servicer and Special Servicer may deny any of the
foregoing Persons access to confidential information or any intellectual
property which the Master Servicer or the Special Servicer is restricted by
license or contract from disclosing. Notwithstanding the foregoing, the Master
Servicer and the Special Servicer shall maintain separate from such confidential
information and intellectual property, all documentation regarding the Loans
that is not confidential.

                                     -138-
<PAGE>

            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 its nominee) on behalf of
the Certificateholders (and for the benefit of the related Junior Loan Holder(s)
if such REO Property is related to any [CBA A/B Loan Pair or any] Serviced Loan
Combination). The Special Servicer, on behalf of the Trust Fund, shall sell any
such REO Property in accordance with Section 3.18(d) and, in any event, prior to
the close of the third calendar year beginning after the year in which the Trust
Fund acquires ownership of such REO Property 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 (a copy of which shall be delivered to the Trustee) or (ii) obtains for
the Trustee and the Master Servicer an Opinion of Counsel (the cost of which
shall be paid as a Servicing Advance), addressed to the Trustee and the Master
Servicer, to the effect that the holding by the Trust Fund of such REO Property
after such period will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund or any Trust REMIC as defined in Section 860F of
the Code or cause any Trust REMIC to fail to qualify as a REMIC for federal or
applicable state tax purposes at any time that any Uncertificated Lower-Tier
Interests or Certificates are outstanding. If the Special Servicer is granted
the REO Extension or obtains the Opinion of Counsel contemplated by clause (ii)
above, the Special Servicer shall sell such REO Property within such period as
is permitted by such REO Extension or such Opinion of Counsel. Any expense
incurred by the Special Servicer in connection with its being granted the REO
Extension or its obtaining the Opinion of Counsel contemplated by clause (ii)
above shall be an expense of the Trust Fund payable out of the Collection
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 in
respect of any REO Property, the Special Servicer shall establish and maintain
an REO Account, held on behalf of the Trustee in trust for the benefit of the
Certificateholders (and for the benefit of the related Junior Loan Holder(s) if
such REO Property is related to any [CBA A/B Loan Pair or] Serviced Loan
Combination), for the retention of revenues and other proceeds derived from each
REO Property. Each REO Account shall be an Eligible Account. The Special
Servicer shall deposit, or cause to be deposited, in its REO Account, within one
Business Day after receipt, all REO Revenues, Insurance and Condemnation
Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds
in an REO Account may be invested only in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the Trustee and the
Master Servicer(s) of the location of its REO Account when first established and
of the new location of its REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from its REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
such REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from its REO Account and remit to the Master
Servicer for deposit into the Collection Account the aggregate of all amounts
received in respect of each REO Property during the most recently ended Due
Period, net of any withdrawals made out of such amounts pursuant to the
preceding sentence; provided, however, that the Special Servicer may retain in
its REO Account, in accordance with the Servicing Standard, 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 each REO Property. In addition, on each Determination Date, the
Special Servicer shall provide the Master Servicer with a written accounting of
amounts deposited in the Collection Account on such date.

                                     -139-
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            (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 for the benefit of the related Junior
Loan Holder(s) if such REO Property is related to any [CBA A/B Loan Pair or any]
Serviced Loan Combination) 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. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (and for the benefit of the
related Junior Loan Holder(s) if such REO Property is related to any [CBA A/B
Loan Pair or any] Serviced Loan Combination as a collective whole) (as
determined by the Special Servicer in its good faith and reasonable judgment)
and, consistent therewith, 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, maintenance and disposition of
such REO Property, including, without limitation:

            (i) all Insurance Policy 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 related REO Account in
respect of any REO Property are insufficient for the purposes set forth in
clauses (i) through (iv) above with respect to such REO Property, subject to
Section 3.03(c), the Master Servicer shall advance from its own funds, as a
Servicing Advance, such amount as is necessary for such purposes unless (as
evidenced by an Officer's Certificate delivered to the Trustee and the
Depositor) such advances would, if made, constitute Nonrecoverable Servicing
Advances.

            (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 repair or maintenance thereof or the completion of a
      building or other improvement thereon,

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      and then only if more than 10% of the construction of such building or
      other improvement was completed before default on the related 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 Master Servicer as a
      Servicing Advance unless non-recoverable) 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 Servicing Standard.

            (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 and, in the case of an REO Property related to a
      Serviced Loan Combination, of the related Junior Loan Holder(s)) shall be
      reasonable and customary in light of the nature and locality of such REO
      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
Trustee and the Master Servicer a statement prepared by the Special Servicer
setting forth the amount of net income or net

                                     -141-
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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 Loans and REO Properties.

            (a) None of the Master Servicer, the Special Servicer and/or the
Trustee may sell or purchase, or permit the sale or purchase of, a Loan or REO
Property except 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 or in any related Intercreditor Agreement or mezzanine
loan intercreditor agreement .

            (b) If any Loan becomes a Defaulted Loan, then the Special Servicer
shall promptly so notify in writing the Trustee, the Master Servicer, the
Directing Certificateholder, and with respect to any related Junior Loan of a
Serviced Loan Combination, any related Junior Loan Holder(s). The Directing
Certificateholder may, at its option, purchase any Defaulted Loan out of the
Trust Fund at a cash price equal to the applicable purchase price. The Directing
Certificateholder may, after receipt of the notice described in the first
sentence of this Section 3.18(b), assign its option under the preceding sentence
to any Person (including, without limitation, in connection with an A Loan, any
related Junior Loan Holder), provided that the Directing Certificateholder in
connection therewith, shall deliver to the Trustee and the Special Servicer a
copy of the related written assignment executed by the Directing
Certificateholder, provided, further, that with respect to any A Loan, the
option holder's rights under this Section 3.18(b) are subject to the rights of
the holder of the related Junior Loan to purchase such A Loan pursuant to the
related Intercreditor Agreement (or as contemplated by Section 3.32) and, in
some cases, to the rights of a mezzanine lender to purchase such A Loan pursuant
to the related mezzanine loan intercreditor agreement. The option with respect
to an A Loan shall terminate upon the purchase of such A Loan by the holder of
the related Junior Loan pursuant to the related Intercreditor Agreement (as
contemplated by Section 3.32) or by a mezzanine lender pursuant to the related
mezzanine loan intercreditor agreement. The Purchase Price for any Defaulted
Loan purchased under this Section 3.18(b) shall be deposited into the Collection
Account, and the Trustee, upon receipt of an Officer's Certificate from the
Master Servicer to the effect that such deposit has been made, shall release or
cause to be released to the Certificateholder(s) effecting such purchase (or to
its or their designee) the related Mortgage File, and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be provided to it and are reasonably necessary to vest in such
Certificateholder(s) ownership of such Loan. In connection with any such
purchase, the Special Servicer shall deliver the related Servicing File to the
Certificateholder(s) effecting such purchase (or to its or their designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Loan will automatically terminate upon (i) the related Borrower's (or,
if a Serviced Loan Pair is involved, the related Borrower's or the related
Junior Loan Holder's) cure of all defaults on the Defaulted Loan, (ii) the
acquisition on behalf of the Trust, among others, of title to the related
Mortgaged Property by foreclosure or deed in lieu of foreclosure or (iii) the
modification, waiver or pay-off (full or discounted) of the Defaulted Loan in
connection with a workout.

            The purchase price for any Defaulted Loan purchased under this
Section 3.18(b) or any Defaulted Loan purchased by the Special Servicer under
Section 3.18(c) shall, (i) pending determination of the Fair Value thereof
pursuant to the succeeding sentence, be the Purchase Price calculated in
accordance with the definition of Purchase Price, and (ii) following
determination of the Fair Value pursuant to the succeeding sentence, be the Fair
Value. The Special Servicer shall promptly obtain an

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<PAGE>

Appraisal (unless it has an Appraisal that is less than [12] months old and has
no actual knowledge of, or notice of, any event which in the Special Servicer's
judgment would materially affect the validity of such Appraisal), and shall,
within [60] days following the date on which a Loan becomes a Defaulted Loan,
determine the "Fair Value" thereof in accordance with the Servicing Standard. In
determining the Fair Value of any Defaulted Loan the Special Servicer shall take
into account, among other factors, the period and amount of the delinquency on
such Loan, the occupancy level and physical condition of the related Mortgaged
Property, the state of the local economy in the area where the Mortgaged
Property is located, the expected recovery of such Loan if the Special Servicer
were to pursue workout or foreclosure strategies instead of the purchase option
being exercised. In addition, the Special Servicer shall refer to all relevant
information contained in the Servicing File, including the most recent Appraisal
obtained or conducted with respect to the related Mortgaged Property and
available objective third-party information obtained from generally available
sources, as well as information obtained from vendors providing real estate
services to the Special Servicer, concerning the market for distressed real
estate loans and the real estate market for the subject property type in the
area where the related Mortgaged Property is located based on the Appraisal. The
Special Servicer must give prompt written notice of its Fair Value determination
to the Trustee, the Master Servicer and the Directing Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter, its determination of the Fair Value of a Defaulted Loan based upon
changed circumstances, new information or otherwise, in accordance with the
Servicing Standard. If the most recent Fair Value calculation was made more than
[90] days prior to the exercise date of a purchase option (under this Section
3.18(b) or Section 3.18(c), then the Special Servicer shall confirm or revise
the Fair Value determination, which Fair Value may be higher or lower. In the
event that the Special Servicer, a Directing Certificateholder or assignee
thereof that is an affiliate of the Special Servicer proposes to purchase a
Defaulted Loan, the Master Servicer or, if the Master Servicer is then an
Affiliate of the Special Servicer, the Trustee shall determine whether the
Special Servicer's determination of Fair Value for a Defaulted Loan constitutes
a fair price in its reasonable judgment. In connection with making such
determination, the Master Servicer shall be entitled to receive from the Special
Servicer all information in the Special Servicer's possession relevant to making
such determination and shall be further entitled to a fee of $[______] in
connection with each such Fair Value determination. All reasonable costs and
expenses of the Special Servicer and Master Servicer in connection with the
determination of the Fair Value of a Defaulted Loan will be reimbursable as
Servicing Advances.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Loan is exercised, the Special Servicer will be required to
pursue such other resolution strategies available hereunder, including workout
and foreclosure, consistent with the Servicing Standard, but the Special
Servicer will not be permitted to sell such Defaulted Loan other than pursuant
to the exercise of such purchase option.

            (c) If the Directing Certificateholder or an assignee thereof has
not purchased any Defaulted Loan provided in Section 3.18(b) within [20] days of
such Holders' having received notice of the calculation of Fair Value pursuant
to Section 3.18(b), then the Trustee shall within [five] days of the end of such
[20]-day period send notice to the Special Servicer that such Loan was not
purchased by such Directing Certificateholder and the Special Servicer may, at
its option, within [20] days after receipt of such notice, purchase (or
designate an Affiliate thereof to purchase) such Loan out of the Trust Fund at a
cash price equal to the applicable purchase price contemplated under Section
3.18(b). The purchase price for any such Loan purchased under Section 3.18 shall
be deposited into the Collection Account, and the Trustee, upon receipt of an
Officer's Certificate from the Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Special Servicer (or
the designated Affiliate thereof), as applicable, the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably

                                     -143-
<PAGE>

necessary to vest in the Special Servicer (or the designated Affiliate thereof),
as applicable, the ownership of such Loan. Upon the expiration of the right of
the Special Servicer to purchase such Defaulted Loan, the Directing
Certificateholder shall have such option, exclusively. In the case of each
Serviced Loan Combination, nothing in this Section 3.18(c) shall be deemed to
limit the ability of any Junior Loan Holder to purchase the related Defaulted
Loan in accordance with the related Intercreditor Agreement.

            (d) 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. 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,
however, 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. If 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 (or the related Junior Loan Holder(s), as
applicable, if such REO Property is related to any CBA A/B Loan Pair or a
Serviced Loan Combination), in each case, taken as a collective whole, and that
the end of the 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
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
Standard, to sell any REO Property prior to [three] years prior to the Rated
Final Distribution Date.

            The Special Servicer shall give the Trustee, the Master Servicer
and, with respect to any Serviced Loan Combination, each related Junior Loan
Holder, not less than [three] Business Days' prior written notice of its
intention to sell any REO Property. No Interested Person shall be obligated to
submit a bid to purchase any 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 REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, or by the Master Servicer if the highest bidder is the
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the Special Servicer or an Affiliate thereof represents a fair
price for any REO Property, the Special Servicer and the Master Servicer shall
obtain and may conclusively rely on the opinion of an Appraiser (the fees and
costs of which shall be covered by a Servicing Advance by the Master Servicer)
retained by (i) the Master Servicer, if the highest bidder is the Special
Servicer or an Affiliate thereof or (ii) the Special Servicer, in any other
case. In determining whether any bid constitutes a fair price for any REO
Property, such Appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected REO Loan, the occupancy level and physical condition of the 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 REO Property shall in all cases be deemed a fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee and, in the case of any Serviced Loan
Combination, the related Junior Loan Holder(s), as applicable, in negotiating
and taking any other action necessary or appropriate in connection with the sale

                                     -144-
<PAGE>

of any REO Property, and the collection of all amounts payable in connection
therewith. Any sale of 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 Master
Servicer shall have any liability to any Certificateholder and, with respect to
any Serviced Loan Combination, to any Junior Loan Holder, with respect to the
purchase price therefor accepted by the Special Servicer or the Master Servicer.

            SECTION 3.19. Additional Obligations of the Master Servicer and the
Special Servicer; Inspections; Appraisals.

            (a) The Master Servicer (or, with respect to each Specially Serviced
Loan and REO Property and each Loan described in Section 3.19(b) below, the
Special Servicer at the expense of the Trust Fund) shall physically inspect or
cause to be physically inspected (which inspection may be conducted by an
independent third party contractor), at its own expense, each Mortgaged Property
with respect to each Loan it services at such times and in such manner as are
consistent with the Servicing Standard, but in any event shall inspect each
Mortgaged Property (A) with a Stated Principal Balance equal to or greater than
$[_________] at least once every [12] months and (B) with a Stated Principal
Balance of less than $[________] at least once every [24] months, in each case
commencing in [________] (or at such lesser frequency as each Rating Agency
shall have confirmed in writing to the Master Servicer, will not result a
downgrade, qualification or withdrawal of then-current ratings assigned to any
Class of the Certificates) and (C) if the Loan becomes a Specially Serviced
Loan, as soon as practicable and thereafter at least once every [12] months for
so long as such condition exists. The Master Servicer or the Special Servicer,
as applicable, shall send or make available on its website each inspection
report (i) to [_____] and [_____] upon request, (ii) to the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder), (iii) to the Trustee upon request and (iv)
solely as it relates to any related Junior Loan of a Serviced Loan Combination,
to the related Junior Loan Holder.

            (b) With respect to each Loan that allows the mortgagee to
terminate, or cause the related Borrower to terminate, the related Manager upon
the occurrence of certain events specified in such Loan, the Master Servicer,
with respect to non-Specially Serviced Loans, and the Special Servicer, with
respect to Specially Serviced Loans, may enforce the Trustee's rights with
respect to the Manager under the related Loan and Management Agreement, provided
that, if such right accrues under the related Loan or Management Agreement only
because of the occurrence of the related Anticipated Repayment Date, if any, the
Master Servicer or the Special Servicer may in its sole discretion, in
accordance with the Servicing Standard, waive such right with respect to such
date. If the Master Servicer or the Special Servicer is entitled to terminate
the Manager, the Master Servicer or the Special Servicer shall promptly give
notice to the Directing Certificateholder and, with respect to Significant
Loans, to each Rating Agency and, with respect to any Serviced Loan Combination,
to the related Junior Loan Holder(s). In accordance with the Servicing Standard,
the Master Servicer or the Special Servicer, as applicable, shall cause the
Borrower to terminate the Manager, and to recommend a Successor Manager (meeting
the requirements set forth below under the definition of "Successor Manager")
only if all of the following conditions are satisfied: (i) the Master Servicer
or the Special Servicer, as applicable, determines in its reasonable discretion
that such termination is not likely to result in successful litigation against
the Trust Fund by such Manager or the related Borrower, or create a defense to
the enforcement of remedies under such Loan; (ii) the Directing
Certificateholder has consented thereto (which consent shall be deemed granted
if not denied within [10] Business Days following receipt of the Master
Servicer's or Special Servicer's recommendation and any information reasonably
requested by the Directing Certificateholder) and shall be subject to the last
paragraph of Section 3.21(e)); and (iii) in the case of any Specially Serviced
Loan that is a Significant Loan, the Special Servicer has received a written
confirmation from

                                     -145-
<PAGE>

each of the Rating Agencies, that the appointment of such Successor Manager
would not cause such Rating Agency to withdraw, downgrade or qualify any of the
then-current ratings on the Certificates.

            If a Manager is otherwise terminated or resigns under the related
Management Agreement and the related Borrower does not appoint a Successor
Manager, the Master Servicer or the Special Servicer, as applicable, shall use
its best efforts to retain a Successor Manager (or the recommended Successor
Manager, if any) on terms substantially similar to the Management Agreement or,
failing that, on terms as favorable to the Trust Fund as can reasonably be
obtained. For the purposes of this paragraph, a "Successor Manager" shall be a
professional management corporation or business entity reasonably acceptable to
the Master Servicer or the Special Servicer which (i) manages, and is
experienced in managing, other comparable commercial and/or multifamily
properties, (ii) in the case of Significant Loans, will not result in a
downgrade, qualification or withdrawal of then-current ratings assigned to the
Certificates by each Rating Agency, as confirmed by such Rating Agency in
writing (if required pursuant to the first sentence of this paragraph), and
(iii) otherwise satisfies any criteria set forth in the Mortgage and related
documents.

            (c) The Special Servicer shall be required to obtain any Appraisal
(the cost of which shall be paid by the Master Servicer as a Servicing Advance
or, in the event such Servicing Advance would be a Nonrecoverable Advance, an
expense of the Trust Fund) required in connection with an Appraisal Reduction
Event or perform an internal valuation within [60] days after the occurrence of
such Appraisal Reduction Event (provided that in no event shall the period to
receive such Appraisal exceed [120] days from the occurrence of the event that,
with the passage of time, would become such Appraisal Reduction Event) with
respect to any Loan and Junior Loan. Upon receipt, the Special Servicer shall
send a copy of such Appraisal or internal valuation to the Certificate Owners of
the Controlling Class, any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) and, with respect to any Serviced Loan
Combination, each related Junior Loan Holder; provided, however, that as to each
such Appraisal or internal valuation, if beneficial ownership of the Controlling
Class resides in more than one Certificate Owner, the Special Servicer shall be
responsible only for the expense of providing the first such copy thereof and
shall be entitled to reimbursement from the Controlling Class for the expense of
any additional copies so provided. If neither a required Appraisal is received,
nor an internal valuation completed, by such date, the Appraisal Reduction
Amount for the subject Loan or Serviced Loan Combination shall be conclusively
established to be 25% of the Stated Principal Balance of such Loan or Serviced
Loan Combination as of the date of the related Appraisal Reduction Event;
provided that the obligation of the Special Servicer to obtain such Appraisal or
complete such internal valuation shall continue until such Appraisal is obtained
or such internal valuation is completed. On the first Determination Date
occurring on or after the delivery of such Appraisal or the completion of such
internal valuation, and on each Determination Date thereafter, the Special
Servicer shall calculate and report (using the CMSA's appraisal reduction
template, if any) to the Master Servicer and the Trustee and, with respect to
any Serviced Loan Combination, each related Junior Loan Holder the Appraisal
Reduction Amount taking into account such Appraisal or internal valuation. The
Master Servicer shall verify the accuracy of the mathematical computation of the
Appraisal Reduction Amount by the Special Servicer and that the amounts used
therein are consistent with the Master Servicer's records. Subject to the
immediately preceding sentence, the Master Servicer may conclusively rely on any
report by the Special Servicer of an Appraisal Reduction Amount.

            (d) With respect to each Loan or Junior Loan as to which an
Appraisal Reduction Event has occurred (unless such loan has become a Corrected
Loan and has remained current for [twelve] consecutive Monthly Payments for such
purposes, taking into account any amendment or modification of such Loan) and
with respect to which no other Appraisal Reduction Event or Servicing Transfer
Event has occurred and is continuing, the Special Servicer shall, within [30]
days of each annual anniversary of such Appraisal Reduction Event, order an
Appraisal (which may be an update of a prior Appraisal), or

                                     -146-
<PAGE>

with respect to any Loan with an outstanding principal balance less than
$[_______], perform an internal valuation or obtain an Appraisal (which may be
an update of a prior Appraisal), the cost of which shall be paid by the Master
Servicer as a Servicing Advance. Upon receipt, the Special Servicer shall send a
copy of such Appraisal to the Certificate Owners of the Controlling Class, any
Requesting Subordinate Certificateholder (at the expense of such requesting
Holder) and, with respect to any Serviced Loan Combination, each related Junior
Loan Holder; provided, however, that as to each such Appraisal, if beneficial
ownership of the Controlling Class resides in more than one Certificate Owner,
the Special Servicer shall be responsible only for the expense of providing the
first such copy thereof and shall be entitled to reimbursement from the other
Certificateholders of the Controlling Class for the expense of any additional
copies so provided. Such Appraisal or internal valuation or percentage
calculation of the Appraisal Reduction described in the preceding paragraph, as
the case may be, shall be used to determine the amount of the Appraisal
Reduction Amount with respect to the subject Loan or Serviced Loan Combination
for each Determination Date until the next Appraisal is required pursuant to
this Section 3.19(d), and such redetermined Appraisal Reduction Amount shall
replace the prior Appraisal Reduction Amount with respect to the subject Loan or
Serviced Loan Combination. Notwithstanding the foregoing, the Special Servicer
will not be required to obtain an Appraisal or perform an internal valuation, as
the case may be, with respect to a Loan or Serviced Loan Combination which is
the subject of an Appraisal Reduction Event if 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,
unless the Special Servicer, in the exercise of its reasonable judgment, has
reason to believe there has been a material adverse change in the value of the
related Mortgaged Property. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction Amount with respect to such
Loan or Serviced Loan Combination.

            With respect to any Loan or Junior Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Loan and has
remained current for twelve consecutive Monthly Payments, taking into account
any amendment or modification of such Loan, and with respect to which no other
Appraisal Reduction Event or Servicing Transfer Event has occurred and is
continuing, the Special Servicer may within [30] days after the date of such
twelfth Monthly Payment, order an Appraisal (which may be an update of a prior
Appraisal), or with respect to any Loan with an outstanding principal balance
less than [_________], perform an internal valuation or obtain an Appraisal
(which may be an update of a prior Appraisal), the cost of which shall be paid
by the Master Servicer as a Servicing Advance. Based upon such Appraisal or
internal valuation, the Special Servicer shall redetermine and report to the
Trustee, the Master Servicer and, with respect to any Serviced Loan Combination,
each related Junior Loan Holder the amount of the Appraisal Reduction with
respect to the subject Loan or Serviced Loan Combination and such redetermined
Appraisal Reduction shall replace the prior Appraisal Reduction with respect to
the subject Loan or Serviced Loan Combination.

            (e) Upon the determination that a previously made Advance in respect
of any Loan or Serviced Loan Combination is a Nonrecoverable Advance, to the
extent that the reimbursement thereof (together with interest accrued and
payable thereon) would exceed the full amount of the principal portion of
general collections deposited in the Collection Account, the Master Servicer or
the Trustee, in its sole discretion, as applicable, instead of obtaining
reimbursement for the remaining amount of such Nonrecoverable Advance (together
with interest accrued thereon) pursuant to Section 3.05(a)(vii) or Section
3.05(b)(v) immediately, may elect to obtain such reimbursement over a period of
time (not to exceed 12 months) for such portion of the Nonrecoverable Advance.
If the Master Servicer (or the Trustee) makes such an election in its sole
discretion to defer reimbursement with respect to all or a portion of a
Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable (together with interest accrued thereon) in
the subsequent Due Period (subject, again, to the same option, exercisable in
its sole discretion, to defer; it being acknowledged that, in such a Due Period,
such Nonrecoverable

                                     -147-
<PAGE>

Advance shall again be payable first from principal collections as described
above prior to payment from other collections). In connection with a potential
election by the Master Servicer (or the Trustee) to refrain from the
reimbursement of a particular Nonrecoverable Advance (together with interest
accrued thereon) or portion thereof during the Due Period for any Distribution
Date, the Master Servicer (or the Trustee) shall further be authorized to wait
for principal collections to be received before making its determination of
whether to refrain from the reimbursement of a particular Nonrecoverable Advance
(together with interest accrued thereon) or portion thereof) until the end of
such Due Period. Notwithstanding the foregoing, however, if at any time the
Master Servicer (or the Trustee) determines that the reimbursement of a
Nonrecoverable Advance during a Collection Period will exceed the full amount of
the principal portion of general collections received on the Loans during such
Collection Period, then the Master Servicer (or the Trustee) shall give the
Rating Agencies at least 15 days notice prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Collection Account allocable to
interest on the Loans unless (1) the Master Servicer (or the Trustee) determines
in its sole discretion that waiting 15 days after such a notice could jeopardize
the Master Servicer's (or the Trustee's) ability to recover such Nonrecoverable
Advance, (2) changed circumstances or new or different information becomes known
to the Master Servicer (or the Trustee) that could affect or cause a
determination of whether any Advance is a Nonrecoverable Advance, whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the Master Servicer or the Trustee, as the case may be, has
not timely received from the Trustee or the Master Servicer, respectively,
information requested by the Master Servicer or the Trustee to consider in
determining whether to defer reimbursement of a Nonrecoverable Advance;
provided, however, that, if clause (1), (2) or (3) apply, the Master Servicer
(or, if applicable, the Trustee) shall give Rating Agencies notice of an
anticipated reimbursement to it of Nonrecoverable Advances from amounts in the
Collection Account allocable to interest on the Loans as soon as reasonably
practicable in such circumstances. No liability shall be imposed on the Master
Servicer or the Trustee for its compliance with the preceding sentence. None of
the foregoing provisions shall be construed to limit any liability that may
otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this subsection or to
comply with the terms of this subsection and the other provisions of this
Agreement that apply once such an election, if any, has been made. Any election
by the Master Servicer (or the Trustee) to refrain from reimbursing itself for
any Nonrecoverable Advance (together with interest thereon) or portion thereof
with respect to any collection period shall not be construed to impose on the
Master Servicer (or the Trustee) any obligation to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election) with respect to any subsequent Due Periods or to constitute a waiver
or limitation on the right of the Master Servicer (or the Trustee) to otherwise
be reimbursed for such Nonrecoverable Advance (together with interest thereon).
Any such election by the Master Servicer or the Trustee shall not be construed
to impose any duty on the other such party to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion
thereof with respect to any one or more Due Periods shall not limit the accrual
of interest on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the
Trustee or the other parties to this Agreement shall have any liability to one
another or to any of the Certificateholders or any of the Junior Loan Holders
for any such election that such party makes or does not make as contemplated by
this subsection or for any losses, damages or other adverse economic or other
effects that may arise from making or not making such an election.

            SECTION 3.20. Modifications, Waivers, Amendments and Consents.

            (a) Subject to the provisions of this Section 3.20, the Master
Servicer and the Special Servicer may, on behalf of the Trustee, agree to any
modification, waiver or amendment of any term of any Loan without the consent of
the Trustee or any Certificateholder.

                                     -148-
<PAGE>

            (b) For any Loan or Serviced Loan Combination, other than a
Specially Serviced Loan, and subject to the rights of the Special Servicer, the
Directing Certificateholder or, the Master Servicer shall be responsible,
subject to the other requirements of this Agreement (and, if applicable, any
related Intercreditor Agreement or mezzanine loan intercreditor agreement) with
respect thereto, for any request by a Borrower for the consent of the mortgagee
or a modification, waiver or amendment of any term thereof; provided that such
consent or modification, waiver or amendment would not (except as set forth in
Section 3.02 or as set forth in Sections 3.20(e) and 3.20(g)) affect the amount
or timing of any of the payment terms of such Loan or Serviced Loan Combination,
result in the release of the related Borrower from any material term thereunder,
waive any rights thereunder with respect to any guarantor thereof or relate to
the release or substitution of any material collateral for such Loan; provided
that this Section 3.20(b) shall not apply to any waiver contemplated by Sections
3.07 or 3.08. To the extent consistent with the foregoing, the Master Servicer
shall have the right to grant approvals or waivers or otherwise take actions
with respect to, as applicable, the following (the following items not to be
considered exclusive):

            (i) approving routine leasing activity with respect to leases for
      less than the lesser of (A) [30,000] square feet and (b) [30]% of the
      related Mortgaged Property;

            (ii) approving annual budgets for the related Mortgaged Property,
      provided that no such budget (1) relates to a fiscal year in which an
      Anticipated Repayment Date occurs, (2) provides for the payment of
      operating expenses in an amount equal to more than [110]% of the amounts
      budgeted therefor for the prior year or (3) provides for the payment of
      any material expenses to any affiliate of the Borrower (other than the
      payment of a management fee to any property manager if such management fee
      is no more than the management fee in effect on the Cut-off Date);

            (iii) waiving any provision of a Loan not requiring the receipt of a
      rating confirmation if such Loan is not a Significant Loan and the related
      provision of such Loan does not relate to a "due-on-sale" or
      "due-on-encumbrance" clause or defeasance (which shall be subject to the
      terms of Section 3.08 hereof);

            (iv) subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Loan requiring a specified number
      of days notice prior to a Principal Prepayment;

            (v) releases of non-material parcels of a Mortgaged Property
      (provided that any such releases (1) are related to a pending or
      threatened condemnation action or (2) are releases as to which the related
      Loan Documents expressly require the mortgagee thereunder to make such
      releases upon the satisfaction of certain conditions which shall be made
      as required by the Loan Documents);

            (vi) grants of easements or rights of way that do not materially
      affect the use or value of a Mortgaged Property or the related Borrower's
      ability to make any payment with respect to the related Loan;

            (vii) consenting to the change of the property manager with respect
      to any Mortgage Loan with an unpaid principal balance of less than
      $[_______]; and

            (viii) consistent with Section 3.02(a), waive any Penalty Charges in
      connection with any delinquent payment on a Loan.

                                     -149-
<PAGE>

      provided, however, that if in the reasonable judgment of the Master
      Servicer any request by a Borrower for consent of the Mortgagee or any
      modification, waiver or amendment is not included within the scope of this
      subsection (b), the Special Servicer shall approve or otherwise be
      responsible for, as the case may be, such request in accordance with
      subsection (c) below.

            (c) With respect to any request by a Borrower (to the extent such
request is not included within the scope of Section 3.20(b)) for the consent of
the mortgagee under, or for any modification, waiver or amendment of any term of
any Loan or Serviced Loan Combination that is not a Specially Serviced Loan, the
Master Servicer shall receive any such request from Borrower, and shall forward
its analysis and recommendation to the Special Servicer. In connection with such
proposed consent or such proposed modification, waiver or amendment, (i) the
Master Servicer shall not grant such consent or enter into such modification,
waiver or amendment unless the Special Servicer has approved such recommendation
(which approval, shall be deemed granted if not denied within [15] Business Days
of its receipt of the Master Servicer's recommendation and any additional
documents and information that the Special Servicer may reasonably request) and
(ii) the Special Servicer shall promptly (in any event, within not more than
[10] Business Days of its receipt of the Master Servicer's recommendation and
any additional documents and information that the Special Servicer may
reasonably request) forward such analysis and recommendation to the Directing
Certificateholder, which shall be entitled to approve or disapprove such
recommendation (subject to the last paragraph of Section 3.21(e)). If a
recommendation is delivered to the Directing Certificateholder as aforesaid, the
Directing Certificateholder shall be deemed to have approved such recommendation
if it does not deny it within [five] Business Days of its receipt of the Special
Servicer's recommendation and any additional documents and information that the
Directing Certificateholder may reasonably request. If the Special Servicer
grants its consent or approval, or deemed to have granted its consent or
approval, to any such recommendation, then the Master Servicer shall process the
required documentation.

            With respect to any Specially Serviced Loan, the Special Servicer
shall be responsible for, and shall when required under Section 3.21(e), obtain
the consent of the Directing Certificateholder (such consent to be subject to
the last paragraph of Section 3.21(e)).

            With respect to any Specially Serviced Loan, the Special Servicer
shall be responsible for, and shall when required under Section 3.21(e), obtain
the consent of the Directing Certificateholder (such consent to be subject to
the last paragraph of Section 3.21(e).

            (d) All modifications, waivers or amendments of any Loan shall be
(i) in writing (except for waivers of Penalty Charges) and (ii) effected in
accordance with the Servicing Standard.

            (e) Neither the Master Servicer nor the Special Servicer, on behalf
of the Trustee, shall agree or consent to (or consent to a Primary Servicer
performing), any modification, waiver or amendment of any term of any Loan or
Junior Loan that is not a Specially Serviced Loan if such modification, waiver
or amendment would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Yield Maintenance Charges, but
      excluding Penalty Charges and/or other amounts payable as additional
      servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or permit a Principal Prepayment during any period in
      which the related Note prohibits Principal Prepayments;

                                     -150-
<PAGE>

            (iii) except as expressly contemplated by the related Loan Documents
      or pursuant to Section 3.09(d), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the Master Servicer and
      the Special Servicer, as applicable, may conclusively rely) of the
      property to be released; or

            (iv) in the judgment of the Master Servicer or the Special Servicer,
      as applicable, otherwise materially impair the security for such Loan or
      Junior Loan, as the case may be, or reduce the likelihood of timely
      payment of amounts due thereon.

            The Special Servicer may agree to any such modification, waiver or
amendment only if: (i) in the Special Servicer's reasonable judgment, such
modification, waiver or amendment is reasonably likely to produce a greater
recovery (or equal recovery) to Certificateholders (and, in the case of any
Junior Loan, the related Junior Loan Holder(s)), taken as a collective whole, on
a net present value basis; and (ii) unless the Loan or Junior Loan is in default
or default is reasonably foreseeable, the Special Servicer has determined (and
may rely upon an Opinion of Counsel in making such determination) that the
modification, waiver or amendment will not be a "significant modification" of
such Loan or Junior Loan within the meaning of Treasury regulations section
1.860G-2(b).

            Notwithstanding the foregoing, the Master Servicer may agree to
extend the Maturity Date of a non-Specially Serviced Loan for up to one year
(subject to a maximum of two such extensions) if the Master Servicer has
determined that such extension is in accordance with the Servicing Standard and
the Master Servicer obtains the consent of the Directing Certificateholder to
such determination (which consent shall be subject to the last paragraph of
Section 3.21(e); provided, however, that the Master Servicer shall not extend
the Maturity Date of a Loan beyond a date that is the earlier of (i) five years
prior to the Rated Final Distribution Date and (ii) if the subject Loan is
secured by a ground lease, 20 years prior to the expiration of the term of such
ground lease (after giving effect to all extension options that have been
exercised at that time or may thereafter be exercised by the lender either
pursuant to the applicable Loan Documents or if the lender shall have succeeded
to the rights of the Borrower under the ground lease through foreclosure or
otherwise).

            (f) Notwithstanding Section 3.20(e), but subject to Sections
3.20(h), 3.20(i), 3.21 and 3.32, the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Loan by forgiving principal, accrued interest
and/or any Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Loan, including by way of a reduction in the
related Mortgage Rate, (iii) forbear in the enforcement of any right granted
under any Note or Mortgage relating to a Specially Serviced Loan, (iv) extend
the maturity of any Specially Serviced Loan, (v) [waive Excess Interest if such
waiver conforms to the Servicing Standard,] (vi) permit the release or
substitution of collateral for a Specially Serviced Loan and/or (vii) accept a
Principal Prepayment during any Lockout Period; provided that the related
Borrower is in default with respect to the Specially Serviced Loan or, in the
judgment of the Special Servicer, such default is reasonably foreseeable.

            (g) Neither the Master Servicer nor the Special Servicer shall
consent to, make or permit (i) any modification with respect to any Loan or
Junior Loan that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final Maturity Date of such Loan or Junior Loan, as the
case may be, unless both (A) the related Borrower is in default with respect to
the Loan or Junior Loan, as the case may be, or, in the judgment of the Special
Servicer, such default is reasonably foreseeable and (B) in the sole good faith

                                     -151-
<PAGE>

judgment of the Special Servicer and in accordance with the Servicing Standard,
such modification would increase the recovery on the subject Loan or Serviced
Loan Combination, as applicable, to Certificateholders (and, in the case of any
Serviced Loan Combination, the related Junior Loan Holder(s)), taken as a
collective whole, on a present value basis (the relevant discounting of amounts
that will be distributable to Certificateholders and/or any related Junior Loan
Holder(s) to be performed at the related Mortgage Rate) or (ii) any
modification, waiver or amendment of any term of any Loan or Junior Loan that
would either (A) unless there shall exist a default with respect to such Loan or
Junior Loan (or unless the Special Servicer determines that a default is
reasonably foreseeable), constitute a "significant modification" under Treasury
regulations section 1.860G-2(b) or (B) cause any Trust REMIC to fail to qualify
as a REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions.

            The determination of the Special Servicer contemplated by clause
(i)(B) of the first paragraph of this Section 3.20(g) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer and describing in reasonable detail the basis for the Special
Servicer's determination and the considerations of the Special Servicer 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 Mortgaged Property, the cost of which
Appraisal shall be advanced by the Master Servicer as a Servicing Advance).

            (h) In no event shall the Special Servicer: (i) extend the Maturity
Date of a Loan beyond a date that is [three] years prior to the Rated Final
Distribution Date or, in the case of any ARD Loan, [five] years prior to the
Rated Final Distribution Date; (ii) extend the Maturity Date of any Loan at an
interest rate less than the lower of (A) the interest rate in effect prior to
such extension or (B) then prevailing interest rate for comparable loans, as
determined by the Special Servicer by reference to available indices for
commercial mortgage lending; (iii) if the subject Loan is secured by a ground
lease, extend the Maturity Date of such Loan beyond a date which is [10] years
prior to the expiration of the term of such ground lease (after giving effect to
all extension options that have been exercised at that time or may thereafter be
exercised by the lender either pursuant to the applicable Loan Documents or if
the lender shall have succeeded to the rights of the Borrower under the ground
lease through foreclosure or otherwise); or (iv) defer interest due on any Loan
in excess of [5]% of the Stated Principal Balance of such Loan; provided that
with respect to clause (iii) above, the Special Servicer gives due consideration
to the term of such ground lease prior to any extension beyond a date [20] years
prior to the expiration of the term of such ground lease (after giving effect to
all extension options that have been exercised at that time or may thereafter be
exercised by the lender either pursuant to the applicable Loan Documents or if
the lender shall have succeeded to the rights of the Borrower under the ground
lease through foreclosure or otherwise). In addition, the Special Servicer shall
not consent to the Master Servicer taking any of the actions referred to in
clauses (i)-(iv) of the prior sentence.

            (i) Neither the Master Servicer nor the Special Servicer may permit
or modify a Loan to permit a voluntary Principal Prepayment of a Loan (other
than a Specially Serviced Loan) on any day other than its Due Date, unless (i)
the Master Servicer or the Special Servicer also collects interest thereon
through the Due Date following the date of such Principal Prepayment, (ii)
otherwise permitted under the related Loan Documents, (iii) such Principal
Prepayment would not result in a Prepayment Interest Shortfall, (iv) such
Principal Prepayment is accepted by the Master Servicer or the Special Servicer
at the request of or with the consent of the Directing Certificateholder, or if
accepted by the Master Servicer, with the consent of the Special Servicer
(subject to Section 3.20(c)) or (v) it is consistent with the Servicing Standard
to do so.

                                     -152-
<PAGE>

            (j) The Master Servicer and the Special Servicer may, as a condition
to granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
subject Loan and is permitted by the terms of this Agreement, require that such
Borrower pay to it (i) as additional servicing compensation, a reasonable or
customary fee for the additional services performed in connection with such
request (provided that such fee does not constitute a "significant modification"
of such Loan under Treasury regulations section 1.860G-2(b)), and (ii) any
related costs and expenses incurred by it. In no event shall the Special
Servicer be entitled to payment for such fees or expenses unless such payment is
collected from the related Borrower.

            (k) The Special Servicer shall, except with respect to waivers of
Penalty Charges, notify the Master Servicer, any related Sub-Servicers, the
Trustee and, with respect to any Serviced Loan Combination, the related Junior
Loan Holder(s), as applicable, in writing, of any modification, waiver or
amendment of any term of any Loan or Junior Loan (including fees charged the
Borrower) and the date thereof, and shall deliver to the Trustee (with a copy to
the Master Servicer) for deposit in the related Mortgage File and, with respect
to any Junior Loan, to the related Junior Loan Holder, as applicable, 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. The Master Servicer or the Special Servicer, as applicable,
shall notify the Rating Agencies of any modification, waiver or amendment of any
term of any Significant Loan. Copies of each agreement whereby any such
modification, waiver or amendment of any term of any Loan or Junior Loan is
effected shall be made available for review upon prior request during normal
business hours at the offices of the Master Servicer or the Special Servicer, as
applicable, pursuant to Section 11.11 hereof.

            (l) With respect to any Loan which permits the related Borrower,
with the consent or grant of a waiver by the mortgagee, to amend or modify the
related Borrower's organizational documents, the Special Servicer may, in
accordance with the Servicing Standard, consent to such action, or grant a
waiver with respect thereto, provided, however, with respect to any such
amendment or modification that the Master Servicer or the Special Servicer shall
deem material, the Special Servicer may grant such consent only if it (i)
determines that such consent or grant of waiver is likely to result in an equal
or greater recovery on a present value basis (discounted at the related Mortgage
Rate) than the withholding of such consent or grant of waiver, and (ii) with
respect to Significant Loans, first obtains (A) written confirmation from each
Rating Agency that such consent or grant of waiver would not, in and of itself,
result in a downgrade, qualification or withdrawal of any of the then-current
ratings assigned to the Certificates and (B) the consent of the Directing
Certificateholder (such consent to be subject to the last paragraph of Section
3.21(e)).

            Notwithstanding the foregoing, with respect to any request by a
Borrower under any Loan which is not a Specially Serviced Loan that has been
established as a "bankruptcy-remote entity," for the Master Servicer's consent
to (x) the amendment by such Borrower of its organizational documents that would
violate any covenant of such Borrower relating to its status as a separate or
bankruptcy-remote entity or (y) any other action that would violate any covenant
of such Borrower relating to its status as a separate or bankruptcy-remote
entity, the Master Servicer shall receive such request from the Borrower and
shall forward its analysis and recommendation to the Special Servicer. The
Special Servicer shall approve or deny any such recommendation in accordance
with, and subject to the conditions set forth in, the prior paragraph, such
approval to be deemed granted if not denied within [10] Business Days of its
receipt of the Master Servicer's recommendation and any additional documents and
information that the Special Servicer may reasonably request.

            (m) Any modification, waiver or amendment of any term of the Loan
Documents with respect to a Serviced Loan Combination (i) shall be performed
subject to the terms and conditions of,

                                     -153-
<PAGE>

and (ii) shall not alter, and shall be structured so as to preserve, the
priority and preference among of the applicable A Loan over the related Junior
Loan(s) set forth in, the related Intercreditor Agreement(s). Any modification,
waiver or amendment of any term of the Loan Documents with respect to a Loan
that also has a Mezzanine Loan associated with the related Borrower, shall be
performed subject to the terms and conditions of the related mezzanine
intercreditor agreement.

            (n) [If there are any conflicts between this Section 3.20 and a CBA
Intercreditor Agreement, then such CBA Intercreditor Agreement shall control if
not in violation of the REMIC Provisions.]

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

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Loan or Junior Loan, the Master Servicer shall immediately
give notice thereof to the Special Servicer, the Trustee, each Rating Agency,
the Directing Certificateholder and any Requesting Subordinate Certificateholder
(at the expense of such requesting Holder) (and, solely as it relates to any
related Junior Loan of a Serviced Loan Combination, any related Junior Loan
Holder), shall deliver copies of the related Mortgage File and Servicing File to
the Special Servicer and shall use its reasonable 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
subject Loan or Junior Loan, as applicable, that are in the possession of the
Master Servicer or available to the Master Servicer without undue burden or
expense, and reasonably requested by the Special Servicer to enable it to assume
its functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within [five] Business
Days of the occurrence of each related Servicing Transfer Event and in any event
shall continue to act as Master Servicer and administrator of the subject Loan
or Junior Loan, as applicable, until the Special Servicer has commenced the
servicing of such Loan. The Trustee shall deliver to the Underwriters, the
Initial Purchasers and each Holder of a Certificate of the Controlling Class, a
copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Loan (other than an REO
Loan) has become a Corrected Loan (provided no additional Servicing Transfer
Event is foreseeable in the reasonable judgment of the Special Servicer) 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 Servicing File to the Master Servicer and, upon giving
such notice and returning such Mortgage File and Servicing File to the Master
Servicer, the Special Servicer's obligation to service such Corrected Loan shall
terminate and the obligations of the Master Servicer to service and administer
such Loan shall re-commence. With respect to any [CBA A/B Loan Pair or any]
Serviced Loan Combination, in determining whether such loan has become a
Corrected Loan, the related Junior Loan(s) must also be determined to be
Corrected Loans for the Special Servicer's obligation to terminate for such
loans.

            (b) In servicing any Specially Serviced Loan, the Special Servicer
shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Master Servicer and, with respect to any
Serviced Loan Combination, to each related Junior Loan Holder, as applicable),
and provide the Master Servicer and, with respect to any Loan Combination, to
each related Junior Loan Holder with copies of any additional related Loan
information including correspondence with the related Borrower.

            (c) No later than the [fourth] Business Day prior to each
Determination Date, by 4:00 p.m. New York City time, the Special Servicer shall
deliver to the Master Servicer a statement, both

                                     -154-
<PAGE>

written and in computer readable format reasonably acceptable to the Master
Servicer and the Special Servicer (upon which the Master Servicer may
conclusively rely) describing, on a loan-by-loan and property-by-property basis,
(1) the amount of all payments, Insurance and Condemnation Proceeds and
Liquidation Proceeds received with respect to each such Specially Serviced Loan
during the related Due Period, and the amount of all REO Revenues, Insurance and
Condemnation Proceeds and Liquidation Proceeds received with respect to each REO
Property during the related Due Period, (2) the amount, purpose and date of all
Servicing Advances made by the Master Servicer with respect to each such
Specially Serviced Loan and REO Property during the related Due Period, (3) the
CMSA Special Servicer Loan File and (4) such additional information or data
relating to such Specially Serviced Loans and REO Properties as the Master
Servicer reasonably requests to enable it to perform its responsibilities under
this Agreement which is in the Special Servicer's possession or is reasonably
obtainable by the Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), with
respect to each of the Specially Serviced Loans and REO Properties, the Master
Servicer shall maintain ongoing payment records and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement.

            (e) [No later than [30] days after receipt by the Special Servicer
of the information reasonably required by the Special Servicer after a Servicing
Transfer Event for a Loan, the Special Servicer shall deliver to each Rating
Agency, the Master Servicer and the Directing Certificateholder a report (the
"Asset Status Report") with respect to such Loan or Junior Loan and the related
Mortgaged Property. [Any Asset Status Report with respect to any CBA A/B Loan
Pair will also be delivered to the related Junior Loan Holder.] Such Asset
Status Report shall set forth the following information to the extent reasonably
determinable:

            (i) summary of the status of such Specially Serviced Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Loan or Serviced Loan Combination 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 Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) a recommendation by the Special Servicer as to how such
      Specially Serviced Loan might be returned to performing status, returned
      to the Master Servicer for regular servicing or otherwise realized upon;

            (vi) a summary of any proposed actions and an analysis of whether or
      not taking such action is reasonably likely to produce a greater recovery
      on a present value basis than not taking such action, setting forth the
      basis on which the Special Servicer made such determination;

            (vii) a status report on any foreclosure actions or other
      proceedings undertaken with respect to such mortgaged real
      proposed workouts with respect

                                     -155-
<PAGE>

      thereto and the status of any negotiations with respect to such workouts,
      and an assessment of the likelihood of additional events of default
      thereon; and

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

            With respect to any Loan that becomes a Specially Serviced Loan, 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 or the terms of the applicable
Loan Documents. If the Directing Certificateholder disapproves such Asset Status
Report, the Special Servicer shall revise such Asset Status Report and deliver
to the Directing Certificateholder, the Rating Agencies and the Master 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(e) until the earlier of (a) the failure of
the Directing Certificateholder to disapprove such revised Asset Status Report
in writing within [10] Business Days of receiving such revised Asset Status
Report; (b) a determination by the Special Servicer as set forth below or (c)
the passage of [60] days from the date of preparation of the first Asset Status
Report. The Special Servicer shall deliver such finalized Asset Status Report to
the Directing Certificateholder, the Rating Agencies, the Master Servicer and
any Requesting Subordinate Certificateholder (at the expense of such requesting
Holder). 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 any affirmative disapproval by the Directing
Certificateholder described in this paragraph is not in the best interest of all
the Certificateholders pursuant to the Servicing Standard.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and, subject to Section 3.32 and the
next paragraph, take such actions consistent with the Servicing Standard and any
related Asset Status Report. Subject to Section 3.32 and the next paragraph, 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 Standard.

            In addition to the foregoing, the Special Servicer is required to
obtain the consent of the Directing Certificateholder (subject to the last
paragraph of Section 3.21(e)) and any express provisions of this Agreement
deeming such consent to be given if there is no objection or response within a
specified time period) prior to the taking by the Special Servicer of the
following actions: (i) any proposed or actual foreclosure upon or comparable
conversion of, which may include acquisitions of an REO Property, the ownership
of the property or properties securing any Specially Serviced Loans in the Trust
Fund as come into and continue in default; (ii) any modification, amendment or
waiver of a monetary term (including any change in the timing of payments but
excluding the waiver of Default Interest and late payment charges) or any
material non-monetary term (excluding any waiver of a due-on-sale or
due-on-encumbrance clause, which is covered by clause (ix) below) of a Loan;
(iii) any acceptance of a discounted payoff with respect to a Specially Serviced
Loan in the Trust Fund; (iv) any proposed or actual sale of an REO Property out
of the Trust Fund for less than the outstanding principal balance of, and

                                     -156-
<PAGE>

accrued interest (other than Default Interest [and Excess Interest]) on, the
related Loan, except in connection with a termination of the Trust Fund; (v) any
determination to bring an REO Property held by the Trust Fund into compliance
with applicable environmental laws or to otherwise address hazardous material
located at such REO Property; (vi) any release of material collateral for a Loan
other than in accordance with the specific terms of (and for which there is no
lender discretion), or upon satisfaction of that Loan; (vii) any acceptance of
substitute or additional collateral for a Specially Serviced Loan in the Trust
Fund, other than in accordance with the specific terms of that Loan; (viii) any
releases of earn-out reserves or related letters of credit with respect to a
Mortgaged Property securing a Loan, other than in accordance with the specific
terms of, or upon satisfaction of, that Loan; and (ix) any waiver of a
due-on-sale or due-on-encumbrance clause in a Loan. If any of the previous
listed items is set forth as proposed action in any Asset Status Report, the
Special Servicer is required to follow the approval procedures set forth above
in this paragraph.

            Notwithstanding anything to the contrary contained in this
Agreement, no direction of the Directing Certificateholder or failure to consent
to any action requiring its or their consent under this Agreement shall (i)
require or cause the Special Servicer to violate the terms of a Specially
Serviced Loan, applicable law or any provision of this Agreement, including the
Special Servicer's obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC, or (ii) result in the
imposition of a "prohibited transaction" or "prohibited contribution" tax under
the REMIC Provisions, or (iii) expose the Master Servicer, the Special Servicer,
the Depositor, any of the Mortgage Loan Seller[s], the Trust Fund, the Trustee,
any Junior Loan Holder or their Affiliates, officers, directors, employees or
agents to any claim, suit or liability, or (iv) materially expand the scope of
the Special Servicer's or the Master Servicer's responsibilities under this
Agreement; and the Special Servicer (1) shall not follow any such direction if
given by the Directing Certificateholder, (2) shall not initiate any such
actions having any of the effects in clauses (i)-(iv) of this paragraph and (3)
shall not refrain from taking any action if the failure to take such action
would violate the Servicing Standard.]

            (f) Upon receiving notice of the filing of a case under any federal
or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Loan or Serviced Loan Combination or the
related Borrower, the Master Servicer shall promptly give notice thereof, and
shall deliver a copy of the related Servicing File to the Special Servicer and
shall use its reasonable efforts to provide the Special Servicer with all
information in its possession relating to such Loan or Serviced Loan Combination
and reasonably requested by the Special Servicer to enable it to negotiate with
the related Borrower and prepare for any such proceedings. The Master Servicer
shall use its reasonable efforts to comply with the preceding sentence within
five Business Days of the occurrence of each such event, and upon receiving such
documents and information, the Special Servicer shall use its reasonable efforts
to cause the related Borrower to cure any default and/or remedy any such event,
work out or modify the subject Loan or Serviced Loan Combination consistent with
the terms of this Agreement, and/or prepare for such proceedings.
Notwithstanding the foregoing, the occurrence of any of the above-referenced
events shall not in and of itself be considered a Servicing Transfer Event.

            SECTION 3.22. Sub-Servicing Agreements.

            (a) The Master Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of its respective
obligations under this Agreement; provided that the Sub-Servicing Agreement: (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 Master Servicer shall for any reason no longer act in
such capacity hereunder (including by reason of an Event of Default), the
Trustee or its designee or any other successor to the Master Servicer may
thereupon assume all of the rights and, except to the extent they arose prior to
the date of assumption,

                                     -157-
<PAGE>

obligations of the Master Servicer under such agreement or, alternatively, may
terminate such Sub-Servicing Agreement without cause and without payment of any
penalty or termination fee (provided, however, that a Primary Servicing
Agreement may not be terminated except for cause pursuant to such Primary
Servicing Agreement); (iii) provides that the Trustee for the benefit of the
Certificateholders 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 Master Servicer thereunder as contemplated by the
immediately preceding clause (ii), and except with respect to the obligations of
any successor Master Servicer thereto under the Primary Servicing Agreements)
none of the Trust Fund, the Trustee, any successor Master Servicer, any Special
Servicer or any Certificateholder shall have any duties under such Sub-Servicing
Agreement or any liabilities arising therefrom; (iv) except with respect to the
Primary Servicing Agreements, permits any purchaser of a Loan or the Trustee
pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Loan at its option and without penalty; (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund except to the extent of its rights of
indemnification, if any, as an agent of the Master Servicer; (vi) does not
permit the Sub-Servicer to foreclose on the related Mortgaged Property or
consent to the modification of any Loan without the prior consent of the Master
Servicer or the Special Servicer, as applicable; (vii) provides that the
Sub-Servicer shall act in accordance with the Servicing Standard; and (viii)
provides that in the event of an act or failure to act by the Sub-Servicer that
causes the Master Servicer to be in default of its obligations under this
Agreement, the Sub-Servicer shall be in default of its obligations under such
Sub-Servicing Agreement. Any successor Master Servicer, upon becoming successor
Master Servicer, shall have the right to be assigned and shall have the right to
assume any Sub-Servicing Agreements from the predecessor Master Servicer. Upon a
termination of the Master Servicer pursuant to this Agreement, the successor to
the Master Servicer (including the Trustee or its designee in its capacity as
successor Master Servicer) shall automatically succeed to the rights and
obligations of the prior Master Servicer, under each related Primary Servicing
Agreement, subject to the termination rights set forth therein.

            In addition, each Sub-Servicing Agreement entered into by the Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Loan serviced thereunder at the time such Loan
becomes a Specially Serviced Loan. The Master Servicer shall deliver to the
Trustee 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. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer shall notify the Special Servicer,
the Trustee and the Depositor in writing promptly of the appointment by it of
any Sub-Servicer. The Special Servicer shall notify the Master Servicer, the
Trustee and the Depositor in writing promptly of the appointment by it of any
Sub-Servicer.

            It is hereby acknowledged and agreed by all parties hereto that
[_____] and [_____] shall each be a Primary Servicer pursuant to a Primary
Servicing Agreement with the Master Servicer, which agreement shall comply with
the provisions of this Section 3.22(a).

            (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 Master
Servicer, for the benefit of the Trustee, the Certificateholders and, with
respect to any Serviced Loan Combination, each related Junior Loan Holder, as
applicable, shall (at no expense to the Trustee, the Certificateholders, Junior
Loan Holders or the Trust Fund) monitor the performance and enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement
entered into by the Master Servicer. Such enforcement,

                                     -158-
<PAGE>

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 Master Servicer would require were it the
owner of the subject Loans and/or Serviced Loan Combinations. The Master
Servicer shall have the right to remove a Sub-Servicer retained by it in
accordance with the terms of the related Sub-Servicing Agreement upon the events
of default and other termination events specified in the related Sub-Servicing
Agreement.

            (d) If the Trustee or its designee becomes successor to the Master
Servicer and elects or is required to assume the rights and obligations of the
Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Loans and/or Serviced Loan Combinations
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 Master Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and, with respect to any Serviced Loan Combination, each
related Junior Loan Holder, as applicable, 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 Loans and/or Serviced Loan Combinations for
which it is responsible, and the Master Servicer shall pay the fees of any
Sub-Servicer thereunder from its own funds or, with respect to the related
Primary Servicers, shall permit each to retain the Primary Servicing Fees and
any additional servicing compensation payable pursuant to the related
Sub-Servicing Agreement from amounts collected by such Primary Servicer. Such
additional servicing compensation shall not exceed the Additional Servicing
Compensation payable to the Master Servicer under this Agreement, shall be paid
out of such Additional Servicing Compensation and shall not be paid from any
amount otherwise payable to the Special Servicer hereunder. 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.

            SECTION 3.23. Representations, Warranties and Covenants of the
Master Servicer.

            (a) The Master 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 Junior Loan Holders, as of the
Closing Date, that:

            (i) The Master Servicer is a [___________], duly organized, validly
      existing and in good standing under the laws of [_____], and the Master
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement, except where the failure to so qualify
      or comply would not have a material adverse effect on the ability of the
      Master Servicer to perform its obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, do not (A) violate the Master Servicer's
      certificate of incorporation and by-laws or (B) constitute a default (or
      an event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or by which it is bound,
      or (C) result in the violation of any law, rule, regulation, order,

                                     -159-
<PAGE>

      judgment or decree binding on the Master Servicer which, in the case of
      either (B) or (C) is likely to materially and adversely affect the Master
      Servicer's ability to perform hereunder;

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

            (iv) The Master Servicer is not in violation 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 violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Master
      Servicer or its properties taken as a whole or are reasonably likely to
      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 Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit the Master Servicer from entering into this Agreement or, in the
      Master Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect the ability of the Master Servicer to
      perform its obligations under this Agreement;

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

            (vii) The Master Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (viii) The Master Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of Loans
      and/or Junior Loans is covered by errors and omissions insurance and the
      fidelity bond in the amounts and with the coverage required by Section
      3.07(c).

            (b) The representations and warranties set forth in paragraph (a)
      above shall survive the execution and delivery of the Agreement.

                                     -160-
<PAGE>

            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 Master Servicer and the Junior Loan Holders, 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
      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, 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 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 Loans
      and/or Junior Loans is covered by errors and omissions insurance and
      fidelity bond in the amounts and with the coverage required by Section
      3.07(c). Neither the Special Servicer nor any of its officers, directors
      or employees that is or, following

                                     -161-
<PAGE>

      the occurrence of a Servicing Transfer Event, would be involved in the
      servicing or administration of Loans has been refused such coverage or
      insurance;

            (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 been obtained or cannot be obtained prior to the actual
      performance by the Special Servicer of its obligations under this
      Agreement, or which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder;

            (ix) The Special Servicing Fee payable to the Special Servicer
      represents reasonable servicing compensation for its services hereunder;
      and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            SECTION 3.25. Limitation on Liability of the Directing
Certificateholder.

            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 and, that the Directing Certificateholder shall have
no liability to any Certificateholder other than a Controlling Class
Certificateholder for any action taken or not taken and shall have no liability
to a Controlling Class Certificateholder absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder, it being acknowledged that actions that favor the
interests of one or more Classes of the Certificates over other Classes of the
Certificates shall be deemed to not constitute willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder) and each Certificateholder agrees to take no action
against the Directing Certificateholder as a result of such a special
relationship or conflict. Nothing in this section shall relieve the Special
Servicer of any liability it may have under this Agreement.

            SECTION 3.26. [Reserved]

            SECTION 3.27. Lock-Box Accounts and Servicing Accounts.

            (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if
any. Each Lock-Box Account, Cash Collateral Account and Servicing Account shall
be an Eligible Account, except to the extent provided in the related Loan
Documents.

                                     -162-
<PAGE>

            (b) For any Loan that provides that a Lock-Box Account will be
established upon the occurrence of certain events specified in the related Loan
Documents, the Master Servicer shall establish or cause to be established on
behalf of the Trust such Lock-Box Account upon the occurrence of such events
unless the Master Servicer determines, in accordance with the Servicing
Standard, that such Lock-Box Account should not be established. Notwithstanding
the foregoing, the Master Servicer shall establish or cause to be established a
Lock-Box Account for each ARD Loan no later than its Anticipated Repayment Date.

            (c) With respect to each Loan requiring the establishment of a
Lock-Box Account, the Master Servicer, upon receipt of the annual financial
statements of each Borrower, shall compare the gross revenue for the related
Mortgaged Property, as set forth in such financial statements, with the history
of the related Borrower's deposits (on an annual basis) into such Lock-Box
Account and shall report any discrepancies over 10% to the Special Servicer.

            (d) Within 60 days after a Servicing Account has been established on
behalf of a Borrower pursuant to the terms of the related Loan Documents, the
Master Servicer (in accordance with the Uniform Commercial Code) shall notify
the financial institution maintaining such account of the Trustee's security
interest in the funds in such account in those jurisdictions where required in
order to perfect or maintain perfection of the related security interest.

            SECTION 3.28. Interest Reserve Account.

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account on behalf of the Lower-Tier REMIC. The
Trustee shall give notice to the Master Servicer, the Special Servicer and the
Depositor of the location of the Interest Reserve Account and, prior to any
change thereof, any new location of the Interest Reserve Account. On each
Distribution Date during February and on each Distribution Date during a January
which occurs in a year which is not a leap year, the Trustee shall withdraw from
the Distribution Account and deposit into the Interest Reserve Account in
respect of each Loan and REO Loan accruing interest on an Actual/360 Basis, an
amount withheld from the related Monthly Payment or P&I Advance equal to one
day's interest on the Stated Principal Balance of such Loan as of the
Distribution Date occurring in the month preceding the month in which the
Distribution Date occurs at the related Original Net Mortgage Rate, to the
extent a full Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any January, except in the case of a leap year, and in
any February, "Withheld Amounts").

            (b) On each Distribution Date occurring in March (prior to any
distributions on the Certificates on such date), the Trustee shall withdraw from
the Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January and February Distribution Dates, if any, and deposit such
amount (excluding any net investment income thereon) into the Distribution
Account. On each Distribution Date (prior to any distributions on the
Certificates on such date), the Trustee shall deposit any Net Investment Loss
into the Interest Reserve Account and, to the extent permitted by Section 3.06,
shall be permitted to withdraw any Net Investment Earnings from the Interest
Reserve Account.

            SECTION 3.29. Limitations on and Authorizations of the Master
Servicer and the Special Servicer with Respect to Certain Loans.

            (a) Prior to taking any action with respect to a Loan secured by any
Mortgaged Properties located in a "one-action" state, the Special Servicer shall
consult with legal counsel, the fees and expenses of which shall be a Servicing
Advance.

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<PAGE>

            (b) With respect to any Loan which permits the related Borrower,
with the consent or grant of a waiver by the mortgagee, to incur additional
indebtedness (other than as provided in Section 3.08(c)) or to amend or modify
the related Borrower's organizational documents, the Special Servicer may
consent (subject, without limitation, to Section 3.20(k) hereof) to either such
action, or grant a waiver with respect thereto, only if the Special Servicer
determines that such consent or grant of waiver is likely to result in a greater
recovery (or equal recovery) on a present value basis (discounted at the related
Mortgage Rate) than the withholding of such consent or grant of waiver, and with
respect to Significant Loans or as otherwise required under Section 3.08(c), the
Special Servicer first obtains written confirmation from each Rating Agency that
such consent or grant of waiver would not, in and of itself, result in a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates and further obtains the consent of the Directing
Certificateholder (subject to the last paragraph of Section 3.21(e)). The Master
Servicer shall not be entitled or required to consent to, or grant a waiver with
respect to, either action, except in accordance with Section 3.08(c) hereof.

            (c) With respect to any ARD Loan, so long as no event of default
beyond applicable notice and grace periods has occurred and is continuing, the
Master Servicer and the Special Servicer shall not take any enforcement action
with respect to [the payment of Excess Interest] or principal in excess of the
principal component of the constant Monthly Payment, other than requests for
collection, until the date on which principal and all accrued interest [(other
than Excess Interest)] has been paid in full (the failure of the Borrower to pay
Excess Interest shall not be considered an event of default for purposes of this
paragraph). Nothing in this paragraph shall limit the obligation of the Master
Servicer and the Special Servicer to establish a Lock-Box Account pursuant to
Section 3.28.

            (d) Neither the Master Servicer nor the Special Servicer shall
consent (to the extent it is entitled to withhold such consent under the terms
of the Loan) to a change of franchise affiliation with respect to any hotel
property that in whole or in part constitutes the Mortgaged Property securing a
Loan unless it obtains (in the case of a Significant Loan) written confirmation
from each Rating Agency that such change of franchise affiliation would not, in
and of itself, result in a downgrade, qualification or withdrawal of
then-current ratings on any Class of Certificates and further obtains (in all
cases) the consent of the Directing Certificateholder (such consent subject to
the last paragraph of Section 3.21(e)). The Master Servicer shall receive any
such request from any Borrower under a Loan that is not a Specially Serviced
Loan, and shall forward its analysis and recommendation to the Special Servicer.
The Special Servicer shall approve any such recommendation (which approval shall
be deemed granted if not denied within [15] Business Days of its receipt of the
Master Servicer's recommendation and any additional documents and information
that the Special Servicer may reasonably request) and promptly (in any event,
within not more than [10] Business Days of its receipt of the Master Servicer's
recommendation and any additional documents and information that the Special
Servicer may reasonably request) forward such analysis and recommendation to the
Directing Certificateholder, who shall approve or reject such recommendation
(such approval subject to the last paragraph of Section 3.21(e)). The Directing
Certificateholder shall be deemed to have approved such recommendation if not
denied within [five] Business Days of its receipt of the Special Servicer's
recommendation and any additional documents and information that the Directing
Certificateholder may reasonably request. The Master Servicer shall then process
such documentation. Neither the Master Servicer nor the Special Servicer shall
be required to obtain such written confirmation from any Rating Agency if such
Loan is not one of the ten largest Loans (which term shall, for the purposes of
this Section 3.29(d), include groups of Crossed Loans and groups of Loans made
to affiliated Borrowers) by outstanding principal balance at such time and the
then-current principal balance of such Loan is less than $[_______].

            (e) The Master Servicer (or, in the case of CSFB Loans only, the
Depositor) shall, as to each Loan which is secured by the interest of the
related Borrower under a ground lease, at its own expense, promptly (and in any
event within [45] days of the Closing Date) notify the related ground lessor

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of the transfer of such Loan to the Trust pursuant to this Agreement and inform
such ground lessor that any notices of default under the related ground lease
should thereafter be forwarded to the related Master Servicer.

            (f) The Master Servicer shall not grant any discretionary consent to
a transfer of any Junior Loan pursuant to the related Intercreditor Agreement or
to any additional cure beyond those specifically provided for in the related
Intercreditor Agreement unless it obtains the consent of the Directing
Certificateholder (which consent with respect to the transfer of such Junior
Loan shall not be unreasonably withheld, conditioned or delayed) (such consent
subject to the last paragraph of Section 3.21(e)). The Master Servicer shall
receive any such request for a discretionary consent from any Junior Loan
Holder, and shall forward its analysis and recommendation to the Special
Servicer. The Special Servicer shall approve any such recommendation (which
approval shall be deemed granted if not denied within [15] Business Days of its
receipt of the Master Servicer's recommendation and any additional documents and
information that the Special Servicer may reasonably request) and promptly (in
any event, within not more than [10] Business Days of its receipt of the Master
Servicer's recommendation and any additional documents and information that the
Special Servicer may reasonably request) forward such analysis and
recommendation to the Directing Certificateholder, who (subject to the last
paragraph of Section 3.21(e)) shall approve or reject such recommendation. The
Directing Certificateholder shall be deemed to have approved such recommendation
if not denied within [five] Business Days of its receipt of the Special
Servicer's recommendation and any additional documents and information that the
Directing Certificateholder may reasonably request. The Master Servicer shall
then process such documentation. Notwithstanding the foregoing, the Master
Servicer shall not grant any discretionary consent to a transfer of any Junior
Loan pursuant to the related Intercreditor Agreement unless it receives the
rating agency confirmation required pursuant to such Intercreditor Agreement.

            SECTION 3.30. REMIC Administration.

            (a) The Trustee shall make or cause to be made elections to treat
each of the Trust REMICs as a REMIC (except for any portion constituting amounts
allocable to any Junior Loan) under the Code and if necessary, under State Tax
Laws. Each such election will be made on Form 1066 or other appropriate federal
tax or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued, which in each case shall be signed by the Trustee. The Trustee shall
designate the "regular interests" and the "residual interests," within the
meaning of the REMIC Provisions, in each Trust REMIC as set forth in the
Preliminary Statement hereto. To the extent the affairs of the Trust Fund are
within their control, none of the Master Servicer, the Special Servicer and the
Trustee shall permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any Trust REMIC other than those interests
outstanding on the Closing Date.

            (b) The Closing Date is hereby designated as the "startup day,"
within the meaning of Section 860G(a)(9) of the Code, of each Trust REMIC.

            (c) The Holder of the largest Percentage Interest of the Class R
Certificates is hereby designated, and by the acceptance of its Class R
Certificate agrees to act, as Tax Matters Person for each Trust REMIC. The
Trustee is hereby designated as the agent of the Tax Matters Person of each
Trust REMIC and shall perform all the functions thereof, and the Holders of the
Class R Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC and, as specified in Section 4.06, the Grantor Trust created hereunder and
shall sign and file or cause to be filed such Tax Returns in a

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<PAGE>

timely manner. The expenses of preparing such returns shall be borne by the
Trustee without any right of reimbursement therefor.

            (e) The Trustee shall provide (i) upon request by any Transferor of
a Class R Certificate, such information to such Transferor and the IRS as is (x)
reasonably necessary for the application of any tax relating to the transfer of
a Class R Certificate to any Person who is not a Disqualified Organization or
(y) otherwise required to be provided by Treasury regulations section 1.860E-2
(and in the time and manner required to be provided to such person under such
Regulations), (ii) to the Certificateholders such information or reports as are
required by the Code, the REMIC Provisions or State Tax Laws including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) pursuant to Section 3.30(l), to the
Internal Revenue Service the name, title, address and telephone number of the
person who will serve as the representative of each of the Trust REMICs.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and each of the Master Servicer and the Special Servicer shall assist the
Trustee, to the extent reasonably requested by the Trustee to do so). None of
the Master Servicer, the Special Servicer and the Trustee shall knowingly or
intentionally take any action, cause any Trust REMIC 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, in such
Person's reasonable judgment, (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax under the REMIC Provisions upon
any Trust REMIC (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" imposed by Section 860G(c) of the Code)
(either such event, an "Adverse REMIC Event") unless such party 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 such party 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 such party) to the effect that the contemplated action will not, with
respect to any Trust REMIC, cause such Trust REMIC to fail to qualify as a REMIC
or, unless such party (which is acceptable to the Trustee) determines that the
monetary expense to such Trust REMIC is not material and in its sole discretion
agrees to indemnify (to the extent reasonably acceptable to the Trustee) the
Trust Fund against such tax, result in the imposition of such a tax. Wherever in
this Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Fund, or may be
taken only pursuant to an Opinion of Counsel that such action would impose a tax
on the Trust Fund, such action may nonetheless be taken so long as (x) the
indemnity given in the preceding sentence with respect to any taxes that might
be imposed on the Trust Fund has been given and (y) all other preconditions to
the taking of such action have been satisfied. The Trustee shall not take any
action (whether or not authorized hereunder) as to which the Master 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 or the
assets thereof, or causing the Trust Fund to take any action, which is not
expressly permitted under the terms of this Agreement, each of the parties
hereto will consult with the Trustee or its designee, in writing, with respect
to whether such action could cause an Adverse REMIC Event to occur with respect
to any Trust REMIC, and such party shall not take any such action, or cause the
Trust Fund to take any such action, as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur. The Trustee 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. At
all times as may be required by the Code, the Trustee will to the extent within
its control

                                     -166-
<PAGE>

and the scope of its duties as specifically set forth herein, maintain
substantially all of the assets of the Trust Fund 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 tax is imposed on "prohibited
transactions" of any Trust REMIC as defined in Section 860F(a)(2) of the Code,
on "prohibited contributions" of any Trust REMIC as defined in Section 860G(d)
of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws (other than a tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, provided that
the Special Servicer complied with all requirements specified herein for
foreclosure property), such tax shall be charged (i) to the Master Servicer, if
such tax arises out of or results from a breach, which breach constitutes
negligence or willful misconduct of the Master Servicer, by the Master Servicer
of any of its obligations under this Agreement and such breach is not caused by
the breach of another party, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Agreement and such breach is not caused by the breach of another party, (iii) to
the Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under this Agreement and such breach
is not caused by the breach of another party and (iv) otherwise, against amounts
on deposit in the Collection Account.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Trust REMICs on a calendar year
and on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, none of the Master Servicer, the
Special Servicer and the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Master Servicer, the Special 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
such Trust REMIC will not cause such Trust REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding or subject any Trust REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) None of the Master Servicer, the Special Servicer and the
Trustee shall enter into any arrangement by which any Trust REMIC created
hereunder will receive a fee or other compensation for services nor, to the
extent reasonably within their control, permit any Trust 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) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Uncertificated
Lower-Tier Interests and the Regular Certificates is the Rated Final
Distribution Date.

            (l) Within 30 days after the Closing Date, the Trustee shall obtain
a taxpayer identification number for each Trust REMIC on Form SS-4 and 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" (or applicable successor form) for each REMIC
created hereunder.

            (m) None of the Trustee, the Master Servicer and the Special
Servicer shall sell or dispose of or substitute for any of the Loans (except in
connection with (i) the default, imminent default or foreclosure of a 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 created hereunder pursuant to Article X
of this Agreement or (iv) a purchase of Loans

                                     -167-
<PAGE>

pursuant to or as contemplated by Article II, Section 3.18, or Section 3.32 of
this Agreement or pursuant to any Intercreditor Agreement or mezzanine
intercreditor agreement) nor acquire any assets for any Trust REMIC, nor sell or
dispose of any investments in any account maintained by it hereunder for gain,
nor accept any contributions to any Trust REMIC after the Closing Date, unless
it has received an Opinion of Counsel (which opinion shall be the expense of the
party seeking to take such action) that such sale or disposition will not affect
adversely the status of any Trust REMIC as a REMIC or cause any Trust REMIC to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Trustee, within 10 days after the Closing Date, and thereafter on an ongoing
basis, all information or data requested by the Trustee that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including without limitation, the price,
yield, original issue discount, issue premium and projected cash flow of the
Certificates. In addition, each of the Master Servicer, the Special Servicer and
the Depositor shall provide on a timely basis to the Trustee or its designee
such information with respect to the Trust Fund as is in its possession and
reasonably requested by the Trustee to enable it to perform its obligations
under this Section. The Trustee shall be entitled to rely conclusively upon all
such information so provided to it without recalculation or other investigation.

            (o) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all ordinary expenses of the Trust Fund incurred in the
performance of its duties under this Section but shall be reimbursed, except as
otherwise expressly provided for herein, by the Trust Fund for any of its
extraordinary expenses, including any taxes or tax-related payments including
any expenses involved in any tax examination, audit or proceeding.

            SECTION 3.31. Master Servicer and Special Servicer May Own
Certificates.

            (a) The Master Servicer and any agent of the Master Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Master Servicer or such
agent, except with respect to Voting Rights, as set forth in the definition of
"Certificateholder."

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Special
Servicer or such agent, except with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            SECTION 3.32. [The Swap Agreement.]

            (a) [The Trustee is hereby authorized and directed, both in its
capacity as the Trustee and on behalf and for the benefit of the Trust, to
execute and deliver the Swap Agreement on the Closing Date and, to perform
obligations as described herein with respect to the Swap Agreement. Furthermore,
the Trustee is hereby authorized and directed to, and shall, perform all
obligations on the part of the Trustee and/or the Trust under the Swap
Agreement. On or before the Closing Date, the Trustee, not in its individual
capacity but solely in its capacity as Trustee, on behalf of the Trust, shall
enter into the Swap Agreement with the Swap Counterparty. The Trustee shall,
upon receipt of the Swap Upfront Payment on the Closing Date from the Swap
Counterparty, forward such Swap Upfront Payment to the Depositor to an account
designated by the Depositor.

            (b) The Trustee shall confirm each value of LIBOR determined by the
Swap Counterparty in accordance with the terms of the Swap Agreement promptly
upon receiving written

                                     -168-
<PAGE>

notice of such determination from the Swap Counterparty. Absent manifest error,
the Swap Counterparty's determination of LIBOR shall be binding on the Trustee
and the Class [A-2FL] Certificateholders.

            (c) By 5:00 p.m. (New York time) on the Swap Business Day prior to
each Master Servicer Remittance Date, based on the Loan Periodic Update File for
the related Collection Period provided by the Master Servicer pursuant to
Section 3.12(a), the Trustee shall notify the Swap Counterparty, as calculation
agent under the Swap Agreement, in writing of (i) the Class Principal Balance of
the Class [A-2FL] Certificates immediately prior to the related Distribution
Date, (ii) the amount of any Yield Maintenance Charges distributable with
respect to the Class [A-2FL] Regular Interest for the related Distribution Date,
(iii) the amount of interest distributable with respect to the Class [A-2FL]
Regular Interest pursuant to Section 4.01(a)(iv) for such Distribution Date and
deposited in the Floating Rate Account and (iv) the excess, if any, of (A) the
product of (x) 1/12, (y) [_______]% per annum and (z) the Class Principal
Balance of the Class [A-2FL] Certificates immediately prior to the related
Distribution Date over (B) the amount of interest distributable with respect to
the Class [A-2FL] Regular Interest pursuant to Section 4.01(a)(i) for such
Distribution Date and deposited in the Floating Rate Account.

            (d) Upon receiving written notice from the Swap Counterparty, as
calculation agent under the Swap Agreement, on the Swap Business Day prior to
each Master Servicer Remittance Date of the value of Class [A-2FL] Fixed Swap
Payment, the Class [A-2FL] Floating Swap Payment, the Class [A-2FL] Net Fixed
Swap Payment, if any, and the Class [A-2FL] Net Floating Swap Payment, in each
case with respect to the related Distribution Date, the Trustee shall promptly
confirm each such amount.

            (e) On each Class [A-2FL] Swap Payment Date, following all deposits
to the Floating Rate Account on or prior to that date pursuant to Section
3.04(c), the Trustee shall remit the Class [A-2FL] Net Fixed Swap Payment, if
any, to the Swap Counterparty from the Floating Rate Account; provided that,
upon and during the continuation of a Swap Default of the nature described in
clause (i) of the definition of "Swap Default" while the Trustee is pursuing
remedies under the Swap Agreement pursuant to this Section 3.32, or following
the termination of the Swap Agreement, the Trustee shall not make such payments
to the Swap Counterparty. Promptly upon receipt of any payment or other receipt
in respect of the Swap Agreement, the Trustee shall deposit the same into the
Floating Rate Account.

            (f) The Trustee shall at all times enforce the Trust's rights under
the Swap Agreement in a commercially reasonable manner. In the event of a Swap
Default, the Trustee shall (i) provide notice of such Swap Default on the date
of such default to the Swap Counterparty and (ii) promptly provide written
notice to the Holders of the Class [A-2FL] Certificates and shall be required to
take such actions (following the expiration of any applicable grace period
specified in the Swap Agreement), unless otherwise directed in writing by the
Holders of Certificates representing at least 25% of the Class Principal Balance
of the Class [A-2FL] Certificates, to enforce the rights of the Trust under the
Swap Agreement as may be permitted by the terms thereof, including termination
thereof, and use any Swap Termination Fees received from the Swap Counterparty
to enter into a replacement interest rate swap agreement on substantially
identical terms or on such other terms reasonably acceptable to the Trustee,
with a replacement swap counterparty, subject, in each case, to written
confirmation by the Rating Agencies that such action will not result in a
qualification, downgrade or withdrawal of the then-current ratings of the
Certificates. Notwithstanding the foregoing, the Trustee shall not be obligated
to take any enforcement action with respect to the Swap Agreement unless it
receives from the Holders of the Class [A-2FL] Certificates an indemnity or
other assurance of payment satisfactory to the Trustee with respect to the cost,
expenses and liabilities associated with enforcing the rights of the Trust under
the Swap Agreement, and no such costs, expenses or liabilities will be payable
out of the Trust Fund. If the

                                     -169-
<PAGE>

costs attributable to entering into a replacement interest rate swap agreement
would exceed the amount of any Swap Termination Fees, a replacement interest
rate swap agreement shall not be entered into and any such proceeds will instead
be distributed, pro rata, to the holders of the Class [A-2FL] Certificates on
the immediately succeeding Distribution Date as part of the Class [A-2FL]
Interest Distribution Amount for such Distribution Date. If any replacement swap
counterparty pays any fee in connection with the execution of any replacement
interest rate swap agreement with the Trust, the Trustee shall distribute such
fee: first, to the Swap Counterparty in respect of the terminated Swap
Agreement, up to the amount of any termination payment owing to the terminated
Swap Counterparty under, and in connection with the termination of, such Swap
Agreement, and such fee (or applicable portion thereof) shall be deemed to have
been distributed first to the Depositor as compensation to the Depositor under
this Agreement and then from the Depositor to the Swap Counterparty in respect
of the terminated Swap Agreement, and then, any remainder, to the Depositor.

            Any Class [A-2FL] Distribution Conversion shall become permanent
following the determination by the Trustee not to enter into a replacement
interest rate swap agreement and distribution of any Swap Termination Fees to
the Holders of the Class [A-2FL] Certificates. Any such Swap Default (or
termination of the Swap Agreement) and the consequent Class [A-2FL] Distribution
Conversion shall not, in and of itself, constitute an Event of Default under
this Agreement.

            Upon any change in the payment terms on the Class [A-2FL]
Certificates, including as a result of a Class A-2FL Distribution Conversion,
termination of a Class [A-2FL] Distribution Conversion, a Swap Default or the
cure of a Swap Default, the Trustee shall promptly notify the Depository of the
change in payment terms.

            (g) In the event that the Swap Agreement is terminated and no
replacement interest rate swap agreement is entered into, the Trustee shall
provide notice of such termination to the Class [A-2FL] Certificateholders,
which notice shall include: "The Swap Agreement with respect to the Class
[A-2FL] Certificates is terminated as of [date]. Certificateholders and
beneficial owners that are Plans are advised that the Exemption will no longer
apply to the Class [A-2FL] Certificates, effective 60 days after the receipt of
this notice. "Exemption," as used in this notice, shall mean Prohibited
Transaction Exemption PTE 89-90, as amended by PTE 97-34, PTE 2000-58 and PTE
2002-41, granted by the U.S. Department of Labor to Credit Suisse First Boston
LLC. All other capitalized terms used in this notice shall have the meaning
assigned to them in the Pooling and Servicing Agreement."]

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<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            SECTION 4.01. Distributions.

            (a) On each Distribution Date, the Trustee shall apply amounts on
deposit in the Distribution Account for the following purposes and in the
following order of priority, in each case to the extent of the remaining portion
of the Available Distribution Amount for such Distribution Date:

            (i) concurrently, (i) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class [A-1]
      and Class [A-2FX], Certificates [and Class [A-2FL] Regular Interest], pro
      rata, up to the Optimal Interest Distribution Amounts for each such Class
      for such Distribution Date, (ii) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 2, to the Class [A-1-A]
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date and (iii) from the entire Available
      Distribution Amount, to the Class [A-X] and Class [A-SP], pro rata, up to
      the Optimal Interest Distribution Amounts for each such Class for such
      Distribution Date; provided, however, that if the Available Distribution
      Amount (and/or the portion of the Available Distribution Amount
      attributable to any Loan Group) is insufficient to pay in full the Optimal
      Interest Distribution Amount in respect of any Class of Class A
      Certificates [and Class [A-2FL] Regular Interest] on such Distribution
      Date, then the entire Available Distribution Amount shall be applied to
      make distributions of interest to the Holders of the respective Classes of
      the Class A Certificates, up to an amount equal to, and pro rata as among
      such Classes of Class A Certificates in accordance with, the Optimal
      Interest Distribution Amount in respect of each such Class of Class A
      Certificates [and Class [A-2FL] Regular Interest] for such Distribution
      Date;

            (ii) to make distributions of principal to the Holders of the Class
      [A-1], Class [A-2FX] and Class [A-1-A] Certificates [and Class [A-2FL]
      Regular Interest], in reduction of the Class Principal Balances thereof,
      up to, in the aggregate, the Principal Distribution Amount for such
      Distribution Date, in the following order of priority:

            First, to the Class [A-1-A] Certificates, equal to the portion of
      the Principal Distribution Amount that is attributable to Loan Group No.
      2, until the Certificate Balance thereof has been reduced to zero;

            Second, to the Class [A-1] Certificates, until the Certificate
      Balance thereof has been reduced to zero (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class [A-1-A]
      Certificates pursuant to subclause first of this clause (ii));

            Third, to the Class [A-2FX] Certificates [and Class [A-2FL] Regular
      Interest], pro rata, until the Certificate Balance thereof has been
      reduced to zero (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class [A-1-A] and Class [A-1]
      Certificates pursuant to a prior subclause of this clause (ii)); and

            Fourth, to the Class [A-1-A] Certificates, until the Certificate
      Balance thereof has been reduced to zero (net of any distribution of
      principal made with respect to the Class [A-1-A] Certificates on such
      Distribution Date pursuant to subclause first of this clause (ii), up to
      an amount equal to the entire Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class [A-1-A],

                                     -171-
<PAGE>

      Class [A-1] and Class [A-2FX], Certificates [and Class [A-2FL] Regular
      Interest] pursuant to a prior subclause of this clause (ii));

      provided, however, that, notwithstanding the immediately preceding
      subclauses First through Fourth, on each Distribution Date coinciding with
      or following the Senior Principal Distribution Cross-Over Date, and in any
      event on the Final Distribution Date, the Trustee shall make distributions
      of principal to the Holders of the Class [A-1], Class [A-2FX], and Class
      [A-1-A] Certificates [and Class [A-2FL] Regular Interest], on a pro rata
      basis, in accordance with the respective Certificate Balances of those
      Classes outstanding immediately prior to such Distribution Date, until the
      Certificate Balance of each such Class has been reduced to zero, in an
      aggregate amount equal to the entire Principal Distribution Amount for
      such Distribution Date;

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

            (iv) to make distributions of principal to the Holders of the Class
      [A-J] Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (v) to reimburse the Holders of the Class [A-J] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [A-J] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (vi) to make distributions of interest to the Holders of the Class
      [B] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (vii) to make distributions of principal to the Holders of the Class
      [B] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (viii) to reimburse 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;

            (ix) to make distributions of interest to the Holders of the Class
      [C] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (x) to make distributions of principal to the Holders of the Class
      [C] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

                                     -172-
<PAGE>

            (xi) to reimburse 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;

            (xii) to make distributions of interest to the Holders of the Class
      [D] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xiii) to make distributions of principal to the Holders of the
      Class [D] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xiv) to reimburse 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;

            (xv) to make distributions of interest to the Holders of the Class
      [E] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xvi) to make distributions of principal to the Holders of the Class
      [E] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xvii) to reimburse 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;

            (xviii) to make distributions of interest to the Holders of the
      Class [F] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xix) to make distributions of principal to the Holders of the Class
      [F] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xx) to reimburse 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;

            (xxi) to make distributions of interest to the Holders of the Class
      [G] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxii) to make distributions of principal to the Holders of the
      Class [G] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

                                     -173-
<PAGE>

            (xxiii) to reimburse 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;

            (xxiv) to make distributions of interest to the Holders of the Class
      [H] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxv) to make distributions of principal to the Holders of the Class
      [H] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxvi) to reimburse 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;

            (xxvii) to make distributions of interest to the Holders of the
      Class [J] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxviii) to make distributions of principal to the Holders of the
      Class [J] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

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

            (xxx) to make distributions of interest to the Holders of the Class
      [K] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxxi) to make distributions of principal to the Holders of the
      Class [K] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

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

            (xxxiii) to make distributions of interest to the Holders of the
      Class [L] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date; (xxxiv) to make distributions of
      principal to the Holders of the Class [L] Certificates, in reduction of
      the Class Principal Balance thereof, up to the Remaining Principal
      Distribution Amount for such Class for such Distribution Date, until such
      Class Principal Balance has been reduced to zero;

            (xxxiv) to make distributions of principal to the Holders of the
      Class [L] Certificates, in reduction of the Class Principal Balance
      thereof, up to Remaining Principal Distribution Amount for such Class for
      such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

                                     -174-
<PAGE>

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

            (xxxvi) to make distributions of interest to the Holders of the
      Class [M] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxxvii) to make distributions of principal to the Holders of the
      Class [M] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

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

            (xxxix) to make distributions of interest to the Holders of the
      Class [N] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xl) to make distributions of principal to the Holders of the Class
      [N] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xli) to reimburse the Holders of the Class[N] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [N] Certificates, but not previously reimbursed, have been
      reimbursed in full; and

            (xlii) to make distributions to the Holders of the Class R
      Certificates of any portion of the Available Distribution Amount for such
      Distribution Date, remaining after all other distributions pursuant to
      this Section 4.01(a) and Section 4.01(e).

            Any distributions of interest made with respect to the Class [A-SP]
Certificates or the Class [A-X] Certificates on any Distribution Date pursuant
to clause (i) of the prior paragraph of this Section 4.01(a) shall be deemed
allocated among the respective Components of such Class of Certificates on a pro
rata basis in accordance with the respective Optimal Interest Distribution
Amounts of such Components for such Distribution Date.

            All distributions made in respect of each Class of Sequential Pay
Certificates [(other than the Class [A-2FL] Certificates)] [and the Class
[A-2FL] Regular Interest] on each Distribution Date pursuant to the foregoing
provisions of this Section 4.01(a) shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with respect to
the Corresponding Uncertificated Lower-Tier Interest(s) for such Class of
Sequential Pay Certificates [(other than the Class [A-2FL] Certificates)] [and
the Class [A-2FL] Regular Interest]; and all distributions made with respect to
the Class [A-X] or Class [A-SP] Certificates on each Distribution Date pursuant
to the foregoing provisions of this Section 4.01(a) and allocable to any
particular Component of such Class of Interest-Only Certificates, shall be
deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the corresponding Uncertificated Lower-Tier
Interest for such Component. In each case, if such distribution on any such
Class of Certificates [or Class [A-2FL] Regular Interest] was a

                                     -175-
<PAGE>

distribution of accrued interest, of principal or in reimbursement of any
Collateral Support Deficit previously allocated to such Class of Certificates
[or Class [A-2FL] Regular Interest], then the corresponding distribution deemed
to be made on an Uncertificated Lower-Tier Interest pursuant to the preceding
sentence (and, if applicable, the following paragraph of this Section 4.01(a))
shall be deemed to also be, respectively, a distribution of accrued interest, of
principal or in reimbursement of any Collateral Support Deficit previously
allocated to the Upper-Tier REMIC in respect of such Uncertificated Lower-Tier
Interest.

            If a Class of Sequential Pay Certificates has two or more
Corresponding Uncertificated Lower-Tier Interests, then:

            (i) deemed distributions of accrued interest made on such
      Corresponding Uncertificated Lower-Tier Interests on any Distribution Date
      shall be allocated between or among them, as applicable, on a pro rata
      basis in accordance with the respective Optimal Interest Distribution
      Amounts in respect of such Corresponding Uncertificated Lower-Tier
      Interests for such Distribution Date;

            (ii) deemed distributions of principal made on such Corresponding
      Uncertificated Lower-Tier Interests on any Distribution Date shall be
      allocated to them in numeric order (i.e., from lowest number to highest
      number) of the respective ending numbers of the respective alphanumeric
      designations for such Corresponding Uncertificated Lower-Tier Interests,
      in each case up to an amount equal to the Lower-Tier Principal Amount of
      the subject Corresponding Uncertificated Lower-Tier Interest outstanding
      immediately prior to such Distribution Date (such that no deemed
      distributions of principal will be made on any such Corresponding
      Uncertificated Lower-Tier Interest until the Lower-Tier Principal Amount
      of each other such Corresponding Uncertificated Lower-Tier Interest, if
      any, with an alphanumeric designation that ends in a lower number, has
      been paid in full); and

            (iii) deemed distributions made on such Corresponding Uncertificated
      Lower-Tier Interests on any Distribution Date in reimbursement of
      Collateral Support Deficits previously allocated to the Upper-Tier REMIC
      with respect thereto shall be allocated between or among them, as
      applicable, on a pro rata basis in accordance with the respective
      aggregate unreimbursed amounts of Collateral Support Deficits previously
      allocated to the Upper-Tier REMIC with respect to such Corresponding
      Uncertificated Lower-Tier Interests.

            (b) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Distribution Account that represent Yield Maintenance
Charges actually collected on Loans and/or REO Loans in the Mortgage Pool during
the related Due Period and shall distribute each such Yield Maintenance Charge
as follows:

            (i) a portion of such Yield Maintenance Charge shall be distributed
      to the Holders of the Class [A-1], Class [A-2FX], Class [A-1-A], Class
      [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [H] and
      Class [J] Certificates [and Class [A-2FL] Regular Interest], respectively,
      that are then entitled to distributions of principal on the subject
      Distribution Date out of that portion of the Total Principal Distribution
      Amount for that date that is attributable to the Loan Group that includes
      the prepaid Loan in an amount that shall, as to each such Class, equal the
      product of (A) a fraction whose numerator is the amount distributed as
      principal with respect to such Class on such Distribution Date, and whose
      denominator is the Principal Distribution Amount for such Distribution
      Date, (B) the Base Interest Fraction for the related Principal Prepayment
      or other related early collection of principal and such Class of

                                     -176-
<PAGE>

      Certificates and (C) the entire amount of such Yield Maintenance Charge
      (net of any Liquidation Fee payable therefrom); and

            (ii) the entire remaining portion of such Yield Maintenance Charge
      (net of any Liquidation Fee payable therefrom) shall be paid to the
      Holders of the Class [A-X] Certificates.

            Any distributions of additional interest, in the form of Yield
Maintenance Charges, made with respect to the Class [A-X] or Class [A-SP]
Certificates on any Distribution Date pursuant to this Section 4.01(b) shall be
allocated among the respective Components of such Class of Certificates on a pro
rata basis in accordance with the relative amounts by which their respective
Component Notional Amounts declined as a result of deemed distributions of
principal on the Uncertificated Lower-Tier Interests on such Distribution Date
pursuant to Section 4.01(a) (or, if there were no such declines, then on a pro
rata basis in accordance with the relative sizes of their respective Component
Notional Amounts).

            All distributions of Yield Maintenance Charges made on any
Distribution Date in respect of a Class of Sequential Pay Certificates [(other
than the Class [A-2FL] Certificates)] [and the Class [A-2FL] Regular Interest]
with a single Corresponding Uncertificated Lower-Tier Interest shall be deemed
to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
with respect to such Corresponding Uncertificated Lower-Tier Interest; all
distributions of Yield Maintenance Charges made on any Distribution Date in
respect of a Class of Sequential Pay Certificates [(other than the Class [A-2FL]
Certificates)] [and the Class [A-2FL] Regular Interest] with two or more
Corresponding Uncertificated Lower-Tier Interests shall be deemed to have first
been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with respect
to such Corresponding Uncertificated Lower-Tier Interests, on a pro rata basis
in accordance with the respective amounts of deemed distributions of principal
made with respect to such Corresponding Uncertificated Lower-Tier Interests on
such Distribution Date pursuant to Section 4.01(a); and all distributions of
Yield Maintenance Charges made on any Distribution Date in respect of the Class
[A-X] or Class [A-SP] Certificates and allocable to any particular Component of
such Class of Certificates [or the Class [A-2FL] Regular Interest], shall be
deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC with respect to such Component's Corresponding Uncertificated
Lower-Tier Interest.

            (c) On any applicable Distribution Date, any Excess Interest
collected during the related Due Period shall be distributed from the Excess
Interest Distribution Account to the Holders of the Class V Certificates.

            (d) 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(e), 4.01(f) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class 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 with written wiring
instructions on or prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution
Dates) or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register. The final distribution on each
Certificate (determined without regard to any possible future reimbursement of
Collateral Support Deficit previously allocated to such Certificate) shall be
made in like manner, but only upon presentation and surrender of such
Certificate at the offices of the Trustee or such other location specified in
the notice to Certificateholders of such final distribution.

                                     -177-
<PAGE>

            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 Trustee, the
Depositor, the Master Servicer, the Special Servicer, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (e) Except as otherwise provided in Section 9.01, whenever the
Trustee 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 Trustee shall, 30
days prior to the final Distribution Date for such Class, post a notice on the
Website to the effect that no interest shall accrue on such Certificates from
and after the end of the Interest Accrual Period for such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of any 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(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Definitive Certificates shall not have been
surrendered for cancellation, the Trustee, directly or through an agent, shall
take such steps to contact the remaining non-tendering Definitive
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 as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e).

            (f) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Sequential Pay 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, however, that all
distributions in reimbursement of Collateral Support Deficit previously
allocated to a Class of Sequential Pay 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 10.05 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 Trustee shall
attempt to contact such prior Holder in the manner contemplated by Section
4.01(e) as if such Holder had failed to surrender its Certificates.

            [Notwithstanding anything in this Agreement to the contrary, all
distributions allocable to the Class [A-2FL] Regular Interest shall be deposited
into the Floating Rate Account pending distribution

                                     -178-
<PAGE>

thereof to the Class [A-2FL] Certificateholders and/or with respect to interest
distributions, the Swap Counterparty. In addition, for so long as the Swap
Agreement remains in effect, amounts described in this Agreement as being
distributable on or allocable to the Class [A-2FL] Regular Interest] with
respect to any Distribution Date (including distributions of Yield Maintenance
Charges) shall be determined (taking into account all of the applicable payment
priorities and the then known available funds) as of, and will be withdrawn from
the Distribution Account and transferred to the Floating Rate Account on, the
Class [A-2FL] Swap Payment Date preceding such Distribution Date.]

            (g) [Subject to Section 3.32, on each Distribution Date, the Trustee
shall apply amounts on deposit in the Floating Rate Account for the following
purposes and in the following order of priority, in each case to the extent of
the Class [A-2FL] Available Funds (exclusive of any portion thereof that
constitutes Yield Maintenance Charges) for such Distribution Date:

            (i) to make distributions of interest to the Holders of the Class
      [A-2FL] Certificates, up to the Class [A-2FL] Interest Distribution Amount
      for such Distribution Date;

            (ii) to make distributions of principal to the Holders of the Class
      [A-2FL] Certificates, in reduction of the Class Principal Balance thereof,
      up to the Class [A-2FL] Principal Distribution Amount for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (iii) to reimburse the Holders of the Class [A-2FL] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [A-2FL] Certificates, but not previously reimbursed, have been
      reimbursed in full; and

            (iv) to the Holders of the Class [A-2FL] Certificates, any remaining
      amount.

            For so long as the Swap Agreement is in effect and there is no
continuing payment default thereunder on the part of the Swap Counterparty, all
Yield Maintenance Charges allocable to the Class [A-2FL] Regular Interest shall
be payable to the Swap Counterparty pursuant to the terms of the Swap Agreement.
However, during the occurrence of a payment default on the part of the Swap
Counterparty under the Swap Agreement or if the Swap Agreement is terminated and
a replacement Swap Agreement is not obtained, then all Yield Maintenance Charges
distributed to the Floating Rate Account with respect to the Class [A-2FL]
Regular Interest shall be distributed by the Trustee to the Holders of the Class
[A-2FL] Certificates on the subject Distribution Date.]

            (h) [Any termination payments due to the Swap Counterparty under the
Swap Agreement shall be payable solely, as contemplated by Section 3.32, out of
any upfront payment made by a replacement swap counterparty and otherwise
payable to the Depositor.]

            SECTION 4.02. Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others.

            (a) On each Distribution Date, based solely upon the information
regarding the Loans delivered to the Trustee by the Master Servicer, the Trustee
shall prepare and make available, and, upon request, forward, to any Privileged
Person, Bloomberg, L.P., the Trepp Group, Charter Research Corporation and Intex
Solutions, a statement substantially in the form of and containing the
information set forth in, Exhibit M hereto (the "Statement to
Certificateholders"), detailing the distributions on such Distribution Date and
the performance, both in the aggregate and individually to the extent available,
of the Loans and the Mortgaged Properties; provided that the Trustee need not
deliver to any Privileged Person any Statement to Certificateholders that has
been made available to such Person via the Trustee's

                                     -179-
<PAGE>

Website as provided below; and provided, further, that the Trustee has no
affirmative obligation to discover the identities of Certificate Owners and need
only react to Persons claiming to be Certificate Owners in accordance with
Section 5.06; and provided, further, that during any period that reports are
required to be filed with the Commission with respect to the Trust pursuant to
Section 15(d) of the Exchange Act, each recipient of the Statement to
Certificateholders shall be deemed to have agreed to keep confidential the
information therein until such Statement to Certificateholders is filed with the
Commission.

            On each Distribution Date, the Trustee shall provide or make
available electronically (or, upon request, by first class mail) to each
Privileged Person each file and report comprising the CMSA Investor Reporting
Package and any other report at the direction of the Depositor, to the extent
received by the Trustee since the prior Distribution Date (or, in the case of
the initial Distribution Date, since the Closing Date); provided that during any
period that reports are required to be filed with the Commission with respect to
the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of such
files and reports shall be deemed to have agreed to keep confidential the
information in any such file or report until such particular file or report is
filed with the Commission.

            The Trustee shall have no obligation to provide the information or
reports described in this Section 4.02(a) until it has received the requisite
information or reports from the Master Servicer provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by the Master Servicer's or Special Servicer's
failure to timely deliver any information or reports hereunder. None of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Borrower,
each other or a third party, and accepted by it in good faith, that is included
in any reports, statements, materials or information prepared or provided by the
Master Servicer, the Special Servicer or the Trustee, as applicable. None of the
Trustee, the Master Servicer or the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Borrower, a third party or each other.

            The Trustee shall make available each month, to the general public,
the related Statement to Certificateholders via its Website. In addition, the
Trustee shall make available each month, via its Website on a restricted basis
solely to Privileged Persons, (i) the Unrestricted Master Servicer Reports, (ii)
the CMSA Bond Level File, CMSA Loan Periodic Update File, CMSA Loan Setup File
and the CMSA Collateral Summary File, (iii) any other report at the direction of
the Depositor and (iv) as a convenience to the general public (and not in
furtherance of the distribution thereof under the securities laws), the
Prospectus and this Agreement. Upon notification by the Depositor that the
Initial Purchaser has sold the Non-Registered Certificates to unaffiliated third
parties, the Trustee shall remove the restriction provided for in the preceding
sentence and shall make such reports and documents available to the general
public. The Trustee shall also make available each month, on a restricted basis
to any Privileged Person via its internet website, (i) the Restricted Master
Servicer Reports, and (ii) any other report at the direction of the Depositor.
During any period that reports are required to be filed with the Commission with
respect to the Trust pursuant to Section 15(d) of the Exchange Act, each
recipient of such files and reports shall be deemed to have agreed to keep
confidential any such information that has not been filed with the Commission.

            The Trustee makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source.

                                     -180-
<PAGE>

            In connection with providing access to the Trustee's internet
website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance herewith. Questions regarding the Trustee's internet website can
be directed to the Trustee's CMBS customer service desk at [_____________] or
such other number as the Trustee may hereinafter specify.

            The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Statement to Certificateholders and may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            Within a reasonable period of time after the end of each calendar
year, upon request, the Trustee shall make available, and, upon written request,
send to each Person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items set forth on page 2 to Exhibit M hereto and such other
information as may be required to enable such Certificateholder to prepare its
federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates held by Persons
other than Holders exempted from the reporting requirements and information
regarding the expenses of the Trust. Such requirement shall be deemed to be
satisfied to the extent such information is provided pursuant to applicable
requirements of the Code from time to time in force.

            (b) No less often than on a monthly basis, the Master Servicer and
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Directing Certificateholder regarding the
performance and servicing of the Loans and/or REO Properties for which the
Master Servicer or the Special Servicer, as the case may be, is responsible. The
Master Servicer and Special Servicer shall condition such disclosure upon the
Directing Certificateholder entering into a reasonable and customary
confidentiality agreement reasonably acceptable to such servicer regarding such
disclosure to it.

            Neither the Master Servicer nor the Special Servicer shall be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under this Agreement.

            (c) Neither the Master Servicer nor the Special Servicer shall be
required to conduct research or obtain information that is not available to the
Master Servicer or the Special Servicer, as the case may be, in the ordinary
course of its servicing activities hereunder. In addition, neither the Master
Servicer nor the Special Servicer shall be required to (i) answer commercially
unreasonable questions, (ii) answer questions relating to matters that extend
beyond the scope of its duties as the Master Servicer or the Special Servicer,
as applicable, (iii) answer questions that would, in the Master Servicer's or
Special Servicer's sole discretion, require the Master Servicer or the Special
Servicer, as the case may be, to devote an unreasonable amount of time or
resources to answer, (iv) disclose information that would violate the terms of
any of the Loan Documents or applicable law or initiate contact with Borrowers
or third parties except in connection with the ordinary course of its servicing
duties hereunder or (v) express opinions or make recommendations under this
Section 4.02(c) (it being understood that the Master Servicer and Special
Servicer may limit its responses to factual matters). Provision of information
pursuant to this Section 4.02(c) by the Master Servicer or the Special Servicer
shall be subject to Article XI.

                                     -181-
<PAGE>

            SECTION 4.03. P&I Advances.

            (a) On or before 2:30 p.m. New York City time on the Master Servicer
Remittance Date, the Master Servicer shall (i) remit to the Trustee for deposit
into the 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 Collection Account that are
not required to be part of the Available Distribution Amount for such
Distribution Date 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 by the
Master Servicer. Any amounts held in the Collection Account not required to be a
part of the Available Distribution Amount for such Distribution Date and so used
to make P&I Advances shall be appropriately reflected in the Master Servicer's
records and replaced by the Master Servicer by deposit in the Collection 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). To the extent that the Master Servicer fails to make a P&I Advance
required to be made by the Master Servicer hereunder on the Distribution Date
(other than a P&I Advance that the Master Servicer or the Trustee determines is
a Nonrecoverable Advance), the Trustee shall make such P&I Advance unless the
Trustee determines that any such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent the Trustee is required hereunder to make P&I Advances on
the Mortgage Pool, it shall deposit the amount thereof in the Distribution
Account on or before 11:00 a.m. New York City time on the related Distribution
Date.

            (b) Subject to Sections 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Master Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) with respect to the Loans as
to which the Master Servicer is the Master Servicer, all Monthly Payments (in
each case, net of related Primary Servicing Fees, Master Servicing Fees, [Broker
Strip Interest] and Workout Fees, if any), other than Balloon Payments, that
were due on such Loans during any related Due Period and delinquent as of the
close of business on the Determination Date preceding the related Master
Servicer Remittance Date; and (ii) with respect to each Loan as to which the
Master Servicer is the Master Servicer and 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, and also with respect to each successor
REO Loan with respect to a Loan as to which the Master Servicer was the Master
Servicer, any uncollected portion of the Assumed Scheduled Payment (in each
case, net of related Primary Servicing Fees, Master Servicing Fees and Workout
Fees, if any) deemed due thereon during the related Due Period. All P&I Advances
for any Loans that have been modified shall be calculated on the basis of their
terms as modified. Subject to subsection (c) and (e) below, the obligation of
the Master Servicer to make such P&I Advances is mandatory and, with respect to
any 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. None of the Master Servicer or the Trustee shall
be required or permitted to make P&I Advances as to any Junior Loan.

            (c) Notwithstanding anything herein to the contrary, neither the
Master Servicer nor the Trustee shall be required to make a P&I Advance, if the
Master Servicer or the Trustee determines, in accordance with the definition
thereof, that any such P&I Advance would be a Nonrecoverable Advance. The
Trustee may conclusively rely on any determination of nonrecoverability by the
Master Servicer. The Special Servicer shall not be required to make P&I Advances
under this Agreement. On each Determination Date, the Special Servicer shall
report to the Master Servicer the Special Servicer's determination as to whether
any P&I Advance made with respect to any previous Distribution Date or required
to be made with respect to such Distribution Date with respect to any Specially
Serviced Loan or REO Loan is a Nonrecoverable P&I Advance. The Master Servicer
shall be entitled to conclusively rely on (but shall not be bound by) such
determination.

                                     -182-
<PAGE>

            (d) In connection with the recovery of any P&I Advance out of the
Collection Account pursuant to Section 3.05(a), or out of the Distribution
Account pursuant to Section 3.05(b), the Master Servicer or other party (which
may include the Trustee) that made such P&I Advance shall be entitled to
receive, out of any amounts then on deposit in the Collection Account or
Distribution Account (subject to any limitations pursuant to Section 1.05 and/or
Section 3.05), 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; provided that such interest shall not
accrue on any P&I Advance made in respect of a delinquent Monthly Payment until
after the expiration of any applicable grace period relating thereto. Subject to
Section 3.19(e), the Master Servicer shall reimburse itself or the Trustee, as
the case may be, for any outstanding P&I Advance made in respect of any Loan (or
in respect of any successor REO Loan with respect thereto), as soon as
practicably possible after funds available for such purpose are deposited in the
Collection Account. In no event shall interest accrue in accordance with this
Section 4.03(d) on any P&I Advance as to which the corresponding Late Collection
was received by or on behalf of the Trust as of the related Master Servicer
Remittance Date. In addition, the Master Servicer shall not be entitled to
Advance Interest on any particular P&I Advance made thereby to the extent a
payment is received but is being held by or on behalf of the Master Servicer in
suspense.

            (e) Notwithstanding the foregoing, (i) neither the Master Servicer
nor the Trustee shall be required or permitted to make a P&I Advance for any
Junior Loan or an advance for Penalty Charges, Yield Maintenance Charges,
Balloon Payments or Excess Interest, (ii) the amount required to be advanced in
respect of the interest portion of delinquent Monthly Payments and Assumed
Scheduled Payments on any Loan or REO Loan in the Mortgage Pool that has been
subject to an Appraisal Reduction will equal, with respect to any Distribution
Date, the amount of interest that would be required to be advanced by the Master
Servicer without giving effect to the Appraisal Reduction Amount, multiplied by
a fraction, the numerator of which is equal to the Stated Principal Balance of
such Loan or REO Loan, as the case may be, net of the Appraisal Reduction Amount
(or, in the case of an A Loan or any successor REO Loan with respect thereto,
the portion of the Appraisal Reduction Amount in respect of the subject Loan
Combination allocable to such A Loan or REO Loan, as the case may be), and the
denominator of which is equal to the Stated Principal Balance of such Loan or
REO Loan, as the case may be, for such Distribution Date, and (iii) if the
monthly payment on any Loan has been reduced or the final maturity extended, in
connection with a bankruptcy or similar proceeding involving the related
Borrower or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, and the monthly payment due and owing
during the extension period is less than the amount of the Monthly Payments
prior to such modification, then the Master Servicer shall, as to such Loan,
advance only the amount of the Monthly Payment due and owing after taking into
account such reduction (net of related Primary Servicing Fees, Master Servicing
Fees and Workout Fees), in the event of subsequent delinquencies thereon.

            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, the Trustee
shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance (for purposes of this calculation only, not giving effect to any
reductions of the Stated Principal Balance for payments and other collections of
principal on the Mortgage Pool that were used to reimburse any Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)
and/or Section 3.05(b), other than payments and other collections of principal
used to reimburse Nonrecoverable Advances or Workout-Delayed Reimbursement
Amounts with respect to Loans and REO Loans as to which a Final Recovery
Determination has been made) of the Mortgage Pool expected to be outstanding
immediately following such Distribution Date is less than (ii) then aggregate
Certificate Principal Balance of the Sequential Pay Certificates after giving
effect to distributions of principal on such Distribution Date (any such
deficit, the

                                     -183-
<PAGE>

"Collateral Support Deficit"). Any allocation of Collateral Support Deficit to a
Class of Sequential Pay Certificates shall be made by reducing the Class
Principal Balance thereof by the amount so allocated. Any Collateral Support
Deficit allocated to a Class of Sequential Pay 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 Class Principal Balance of the Class of Sequential
Pay Certificates in respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Class Principal Balances of the
Sequential Pay Certificates will be reduced without distribution to the extent
of the portion of any Collateral Support Deficit, if any, allocable to such
Certificates with respect to such Distribution Date. Such reductions shall be
allocated among the respective Classes of Sequential Pay Certificates as
follows: first, to the Class [N] Certificates; second, to the Class [M]
Certificates; third, to the Class [L] Certificates; fourth, to the Class [K]
Certificates; fifth, to the Class [J] Certificates; sixth, to the Class [H]
Certificates; seventh, to the Class [G] Certificates; eighth, to the Class [F]
Certificates; ninth, to the Class [E] Certificates; tenth, to the Class [D]
Certificates; eleventh, to the Class [C] Certificates; and twelfth, to the Class
[B] Certificates; in each case, until the remaining Class Principal Balance of
each such Class of Certificates has been reduced to zero. Following the
reduction of the Class Principal Balances of all such Classes to zero, any
remaining Collateral Support Deficit shall be allocated among the Class [A-1],
Class [A-2FX], and Class [A-1-A] Certificates [and Class [A-2FL] Regular
Interest], pro rata (based upon the Class Principal Balance of each such Class),
until the remaining Class Principal Balances of such Classes have been reduced
to zero. Any Collateral Support Deficit allocated to a Class of Certificates
will be allocated among respective Certificates of such Class in proportion to
the Percentage Interests evidenced thereby.

            (c) If, on any Distribution Date, any portion of a Collateral
Support Deficit is allocated to any particular Class of Sequential Pay
Certificates [(other than the Class [A-2FL] Certificates)] [or the Class [A-2FL]
Regular Interest], then such portion of such Collateral Support Deficit shall,
on such Distribution Date, also be deemed allocated to such Class' Corresponding
Uncertificated Lower-Tier Interest(s), in reduction of the related Lower-Tier
Principal Amount(s). If a Class of Sequential Pay Certificates [(other than the
Class [A-2FL] Certificates)] [or the Class [A-2FL] Regular Interest] has two or
more Corresponding Uncertificated Lower-Tier Interests, then any portion of a
Collateral Support Deficit allocable to such Corresponding Uncertificated
Lower-Tier Interests, as contemplated by the preceding sentence, shall be so
allocated in the same sequential order that deemed distributions of principal
are to be made on such Corresponding Uncertificated Lower-Tier Interests in
accordance with Section 4.01(a), in each case until the Lower-Tier Principal
Amount of the subject Corresponding Uncertificated Lower-Tier Interest is
reduced to zero.

            SECTION 4.05. Allocations of Uncovered Prepayment Interest Shortfall
Amounts.

            (a) The portion of any Uncovered Prepayment Interest Shortfall
Amount for any Distribution Date that is allocable to any particular Class of
Regular Certificates shall equal the product of:

            (i) the total amount of such Uncovered Prepayment Interest Shortfall
      Amount, multiplied by

            (ii) a fraction, the numerator of which is the Accrued Certificate
      Interest Amount with respect to the subject Class of Regular Certificates
      for such Distribution Date, and

                                     -184-
<PAGE>

      the denominator of which is the aggregate Accrued Certificate Interest
      Amount with respect to all of the Classes of Regular Certificates for such
      Distribution Date.

            Any portion of an Uncovered Prepayment Interest Shortfall Amount for
any Distribution Date that is allocable to the Class [A-SP] Certificates or the
Class [A-X] Certificates shall, in turn, be deemed allocated to the respective
Components of such Class of Certificates on a pro rata basis in accordance with
the respective Accrued Component Interest Amounts of such Components for such
Distribution Date.

            (b) Any portion of an Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to any Class of Sequential Pay
Certificates with a single Corresponding Uncertificated Lower-Tier Interest
shall be deemed to have first been allocated to such Corresponding
Uncertificated Lower-Tier Interest; any portion of an Uncovered Prepayment
Interest Shortfall Amount for any Distribution Date that is allocable to any
Class of Sequential Pay Certificates [(other than the Class [A-2FL]
Certificates)] [or the Class [A-2FL] Regular Interest] with two or more
Corresponding Uncertificated Lower-Tier Interests shall be deemed to have first
been allocated to such Corresponding Uncertificated Lower-Tier Interests, on a
pro rata basis in accordance with their respective Uncertificated Accrued
Interest Amounts for such Distribution Date; and any portion of an Uncovered
Prepayment Interest Shortfall Amount for any Distribution Date that is allocable
to any Component of the Class [A-SP] or Class [A-X] Certificates shall be deemed
to have first been allocated to the Corresponding Uncertificated Lower-Tier
Interest for such Component.

            SECTION 4.06. Grantor Trust Reporting.

            The parties intend that the portion of the Trust Fund consisting of
[(i) Excess Interest and the Excess Interest Distribution Account [(ii) the
Broker Strip Interests and related amounts in the Collection Account and (iii)
the Class [A-2FL] Regular Interest, the Swap Agreement and the Floating Rate
Account shall constitute, and that the affairs of such portion of the Trust Fund
shall be conducted so as to qualify such portion as, a "grantor trust" under
subpart E, Part I of subchapter J of the Code, and the provisions hereof shall
be interpreted consistently with this intention. In no event shall the Trustee
or any other person have any power to vary the investment of the Class V or
Class [A-2FL] Certificateholders in their respective Certificates [or the Broker
Strip Payees] in their investment, or to substitute new investments or reinvest
so as to enable the Grantor Trust to take advantage of variations in the market
to improve the investment of such persons. In furtherance of such intention, the
Trustee shall furnish or cause to be furnished to Class V Certificateholders[,
each Broker Strip Payee and the Class [A-2FL] Certificateholders] information
returns with respect to income relating to their related portion of the Grantor
Trust, and such other information as may be required pursuant to the Code, and
shall file or cause to be filed with the Internal Revenue Service, such
information returns, schedules and other information, together with Form 1041 or
such other form as may be applicable, at the time or times and in the manner
required by the Code.

                                     -185-
<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01. The Certificates.

            (a) The Certificates shall consist of [___] Classes with the
following respective alphabetic or alphanumeric Class designations: "[A-X],"
"[A-SP]," "[A-1]," "[A-2FX]," "[A-2FL]," "[A-1-A]," "[B]," "[C]," "[D]," "[E],"
"[F]," "[G]," "[H]," "[J]," "[K]," "[L]," "[M]," "[N]," "R" and "V,"
respectively. Any reference in any other section or subsection of this Agreement
to any Certificate or Certificates preceded by a Class designation shall be to a
Certificate or Certificates of the Class so designated in this Section 5.01(a).

            (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-5; provided, however, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates [and the
Class [A-2FL] Certificates] initially shall (and, at the option of the
Depositor, following the Closing Date, all or a portion of any other Class of
Certificates may) be held and transferred through the book-entry facilities of
the Depository. The Regular Certificates [and the Class [A-2FL] Certificates]
will be issuable only in denominations corresponding to initial Certificate
Principal Balances (or, in the case of the Interest-Only Certificates, initial
Certificate Notional Amounts) as of the Closing Date of not less than $10,000
(or, in the case of the Interest-Only Certificates, $100,000) and any whole
dollar denomination in excess thereof. The Class R and Class V Certificates will
be issuable only in denominations representing Percentage Interests in the
related Class of not less than 10.0%.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatory of the Trustee 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
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

            SECTION 5.02. Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at [Name of Trustee], [Address of Trustee] may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees

                                     -186-
<PAGE>

to act in accordance with the terms hereof) as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Trustee may appoint, by a written instrument delivered
to the other parties hereto, any other bank or trust company to act as
Certificate Registrar under such conditions as the Trustee may prescribe;
provided that the Trustee shall not be relieved of any of its duties or
responsibilities hereunder as Certificate Registrar by reason of such
appointment. If the Trustee resigns or is removed in accordance with the terms
hereof, the successor trustee shall immediately succeed to its predecessor's
duties as Certificate Registrar. The Depositor, the Master Servicer and the
Special Servicer shall each have the right to inspect the Certificate Register
or to obtain a copy thereof at all reasonable times, and to rely conclusively
upon a certificate of the Certificate Registrar as to the information set forth
in the Certificate Register.

            If three or more Certificateholders make a written request to the
Trustee, and such request states that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication that such requesting Certificateholders propose to transmit, then
the Trustee shall, within 30 days after the receipt of such request, afford (or
cause any other Certificate Registrar to afford) the requesting
Certificateholders access during normal business hours to, or deliver to the
requesting Certificateholders a copy of, the most recent list of
Certificateholders held by the Certificate Registrar (which list shall be
current as of a date no earlier than 30 days prior to the Trustee's receipt of
such request). Every Certificateholder, by receiving such access, acknowledges
that neither the Certificate Registrar nor the Trustee will be held accountable
in any way by reason of the disclosure of any information as to the names and
addresses of any Certificateholder regardless of the source from which such
information was derived.

            (b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a transfer of any Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of such Non-Registered
Certificate by the Depositor or an Affiliate of the Depositor or, in the case of
a Global Certificate, any transfer of such Certificate to a successor Depository
or, in the case of a Definitive Certificate issued with respect to a Global
Certificate, any transfer of such Certificate to the applicable Certificate
Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1A; or (ii) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit F-1B
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or as Exhibit
F-2B; or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect
that such transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            Each Global Certificate shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository.

                                     -187-
<PAGE>

            If a transfer of an interest in any Rule 144A Global Certificate is
to be made without registration under the Securities Act (other than in
connection with the initial issuance of the Certificates or a transfer of an
interest in such Rule 144A Global Certificate by the Depositor or an Affiliate
of the Depositor), then (except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b)) the Certificate Owner
desiring to effect such transfer shall require from its prospective Transferee:
(i) a certificate substantially in the form attached as Exhibit F-2C hereto; or
(ii) an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act. Except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b), any interest in a Rule
144A Global Certificate shall not be transferred to any Person other than a
Qualified Institutional Buyer that takes delivery in the form of an interest in
such Rule 144A Global Certificate. If any Transferee of an interest in a Rule
144A Global Certificate does not, in connection with the subject transfer,
deliver to the Transferor the Opinion of Counsel or the certification described
in the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that all the certifications set forth in Exhibit F-2C
hereto are, with respect to the subject transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in any Rule
144A Global Certificate may be transferred (without delivery of any certificate
or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached hereto as Exhibit F-1D and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit F-2D and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Book-Entry
Certificates, as applicable, to be transferred. Upon delivery to the Trustee of
such certifications and such orders and instructions, the Trustee, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the Rule 144A Global Certificate with respect to the subject
Class of Book-Entry Certificates, as applicable, and increase the denomination
of the Regulation S Global Certificate for such Class, by the denomination of
the beneficial interest in such Class specified in such orders and instructions.

            Except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b), beneficial interests in any
Regulation S Global Certificate shall not be transferred to any Person other
than a non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

            Notwithstanding the preceding paragraph, any interest in any
Regulation S Global Certificate may be transferred (without delivery of any
certificate described in the first sentence of the preceding paragraph) to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for the same Class as such Regulation S Global Certificate
upon delivery to the Certificate Registrar and the Trustee of (i) a certificate
from the Certificate Owner desiring to effect such transfer substantially in the
form attached hereto as Exhibit F-1C and a certificate from such Certificate
Owner's prospective Transferee substantially in the form attached hereto as
Exhibit F-2C and (ii) such written orders and instructions as are required under
the applicable procedures of the Depository,

                                     -188-
<PAGE>

[Clearstream and/or Euroclear] to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Certificates, as applicable, to be transferred. Upon delivery to the Trustee of
such certifications and such orders and instructions, the Trustee, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the Regulation S Global Certificate with respect to the
subject Class of Book-Entry Certificates, as applicable, and increase the
denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository,
[Clearstream and/or Euroclear] to direct the Trustee to debit the account of a
Depository Participant by the denomination of the transferred interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject
Global Certificate, and cause a Definitive Certificate of the same Class as such
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Global Certificate, to be executed, authenticated and
delivered in accordance with this Agreement to the applicable Transferee.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer, sale, pledge or other disposition of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, the
Initial Purchaser, the Master Servicer, the Special Servicer and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            (c) No transfer of any Certificate or interest therein shall be made
to a Plan or to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Sections 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code.

            Except in connection with the initial issuance of the Certificates
or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate
of the Depositor or, in the case of a Global Certificate, any transfer of such
Certificate to a successor Depository or, in the case of a Definitive
Certificate issued with respect to a Global Certificate, any transfer of such
Certificate to the applicable Certificate Owner in accordance with Section
5.03(c), the Certificate Registrar shall refuse to register the transfer of a
Non-Registered Certificate unless it has received from the prospective
Transferee one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly

                                     -189-
<PAGE>

or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and continued holding of such
Certificate by such prospective Transferee is exempt from the prohibited
transaction provisions of Section 406 and 407 of ERISA and Section 4975 of the
Code by reason of Sections I and III of Prohibited Transaction Class Exemption
95-60; or (iii) in the case of a Non-Registered Certificate (other than a Class
R or Class V Certificate) that is rated investment grade by at least one of the
Rating Agencies and is being acquired by or on behalf of a Plan in reliance on
PTE 89-90, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, any Exemption-Favored Party, the Depositor, any Mortgage Loan
Seller[s], the Master Servicer, the Special Servicer, [the Swap Counterparty],
the Primary Servicer, any Sub-Servicer or any Borrower with respect to Loans
constituting more than 5% of the aggregate unamortized principal of all the
Loans determined as of the Closing Date, or by any Affiliate of such Person, and
(Z) agrees that it will obtain from each of its Transferees a written
representation that such Transferee, if a Plan, satisfies the requirements of
the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that are
Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
a certification of facts and an Opinion of Counsel (which Opinion of Counsel
shall not be an expense of the Trustee, the Certificate Registrar or the Trust)
which otherwise establish to the reasonable satisfaction of the Trustee that
such transfer will not result in a violation of Sections 406 or 407 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. It is hereby acknowledged that the form of
certification attached hereto as Exhibit G-1 is acceptable for purposes of the
preceding sentence.

            Except in connection with the initial issuance of the Certificates
or any transfer of an interest in a Book-Entry Non-Registered Certificate by the
Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to
effect a transfer of an interest in a Book-Entry Non-Registered Certificate
shall obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such interest in such Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) a certification to the effect that the purchase and continued holding of an
interest in such Certificate by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406 and 407 of ERISA and Section
4975 of the Code by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) if such Certificate is not a Class R or Class V
Certificate, if such Certificate is rated investment grade by at least one of
the Rating Agencies and if the interest in such Certificate is being acquired by
or on behalf of a Plan in reliance on PTE 89-90, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller[s], any Master Servicer, the Special Servicer, the Primary Servicer, any
Sub-Servicer or any Borrower with respect to Loans constituting more than 5% of
the aggregate unamortized principal of all the Loans determined as of the
Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will
obtain from each of its Transferees a written representation that such
Transferee, if a Plan, satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of
facts and an Opinion of Counsel to the effect that such transfer will not result
in a violation of Sections 406 or 407 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code. It is
hereby acknowledged that the form of certification attached hereto as Exhibit
G-2 is acceptable for purposes of the preceding sentence.

                                     -190-
<PAGE>

            Each Transferee of any Registered Certificate or interest therein or
of an interest in any Book-Entry Non-Registered Certificate shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and continued holding of such Certificate or interest
therein by such Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code.

            (d) (i) Each Person who has or 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 Trustee under clause (d)(ii) below to deliver
payments to a Person other than such Person and, further, to negotiate the terms
of any mandatory disposition and to execute all instruments of Transfer and do
all other things necessary in connection with any such disposition. The rights
of each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Class R Certificate shall be a Permitted Transferee and shall
            promptly notify the Trustee of any change or impending change in its
            status as a Permitted Transferee.

                  (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 shall not register the Transfer of any
            Class R Certificate until its receipt, of an affidavit and agreement
            substantially in the form attached hereto as Exhibit H-1 (a
            "Transfer Affidavit and Agreement"), from the proposed Transferee,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee, that it is not acquiring its
            Ownership Interest in the Class R Certificate that is the subject of
            the proposed Transfer as a nominee, trustee or agent for any Person
            that is not a Permitted Transferee, that for so long as it retains
            its Ownership Interest in a Class R Certificate it will endeavor to
            remain a Permitted Transferee, and that it has reviewed the
            provisions of this Section 5.02(d) and agrees to be bound by them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of either the Trustee or the Certificate
            Registrar has actual knowledge that the proposed Transferee is not a
            Permitted Transferee, no Transfer of an Ownership Interest in a
            Class R Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Class R Certificate (other than the Depositor in connection with
            the initial issuance of the Certificates and the Depositor's sale of
            the Class R Certificates to the Initial Purchaser) shall agree (1)
            to require a Transfer Affidavit and Agreement in the form attached
            hereto as Exhibit H-1 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
            and the Trustee a certificate substantially in the form attached
            hereto as Exhibit H-2 stating that, among other things, it has no
            actual knowledge that such prospective Transferee is not a Permitted
            Transferee.

                                     -191-
<PAGE>

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Class R Certificate, by purchasing such Ownership Interest, agrees
            to give the Trustee written notice that it is a "pass-through
            interest holder" within the meaning of temporary Treasury
            regulations section 1.67-3T(a)(2)(i)(A) immediately upon acquiring
            an Ownership Interest in a Class R Certificate if it is, or is
            holding an Ownership Interest in a Class R Certificate on behalf of,
            a "pass-through interest holder."

            (ii) (A) If any purported Transferee shall become a Holder of a
      Class R Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R 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 Class R
      Certificate. None of the Depositor, the Trustee or the Certificate
      Registrar shall be under any liability to any Person for any registration
      of Transfer of a Class R 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.

                  (B) If any purported Transferee shall become a Holder of a
            Class R Certificate in violation of the restrictions in this Section
            5.02(d), then, to the extent that retroactive restoration of the
            rights of the preceding Holder of such Class R Certificate as
            described in the preceding paragraph of this clause (d)(ii) shall be
            invalid, illegal or unenforceable, the Trustee shall have the right,
            but not the obligation, to cause the transfer of such Class R
            Certificate to a Permitted Transferee selected by the Trustee on
            such terms as the Trustee may choose, and the Trustee shall not be
            liable to any Person having an Ownership Interest in such Class R
            Certificate or any other Person as a result of its exercise of such
            discretion. Such purported Transferee shall promptly endorse and
            deliver such Class R Certificate in accordance with the instructions
            of the Trustee. Such Permitted Transferee may be the Trustee itself
            or any Affiliate of the Trustee.

            (iii) The Trustee shall make available to the IRS and to those
      Persons specified by the REMIC Provisions all information furnished to it
      by the other parties hereto necessary to compute any tax imposed (A) as a
      result of the Transfer of an Ownership Interest in a Class R Certificate
      to any Person who is a Disqualified Organization, including the
      information described in Treasury Regulations Sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the "excess inclusions" for the sole class
      of residual interests in each Trust REMIC and (B) as a result of any
      regulated investment company, real estate investment trust, common trust
      fund, partnership, trust, estate or organization described in Section 1381
      of the Code that holds an Ownership Interest in a Class R Certificate
      having as among its record holders at any time any Person which is a
      Disqualified Organization, and each of the other parties hereto shall
      furnish to the Trustee all information in its possession necessary for the
      Trustee to discharge such obligation. The Person holding such Ownership
      Interest shall be responsible for the reasonable compensation of the
      Trustee for providing such information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Trustee the following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not result

                                     -192-
<PAGE>

            in the downgrading, withdrawal or qualification of the then-current
            rating assigned by such Rating Agency to any Certificate; and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Trustee, obtained at the expense of the party seeking such
            modification of, addition to or elimination of such provisions (but
            in no event at the expense of the Trustee or the Trust), to the
            effect that doing so will not (1) cause any Trust REMIC to cease to
            qualify as a REMIC or be subject to an entity-level tax caused by
            the Transfer of any Class R Certificate to a Person which is not a
            Permitted Transferee or (2) cause a Person other than the
            prospective Transferee to be subject to a REMIC-related tax caused
            by the Transfer of a Class R Certificate to a Person that is not a
            Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the Trustee to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the applicable foregoing acknowledgments,
representations, warranties, certifications and/or agreements with respect to
each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

            (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

            (g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

            (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax, expense or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

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

            (k) The Certificate Registrar or the Trustee shall provide to each
of the other parties hereto, upon reasonable written request, an updated copy of
the Certificate Register.

                                     -193-
<PAGE>

            SECTION 5.03. Book-Entry Certificates.

            (a) The Regular Certificates [and the Class [A-2FL] Certificates]
shall, in the case of each Class thereof, initially be issued (and, at the
option of the Depositor, subsequent to the Closing Date, all or any portion of
any other Class of Certificates may be issued) as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
in Section 5.02(b) or Section 5.03(c), 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,
subject to Section 5.02, transfer their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository; and,
except as provided in Section 5.02(b) or Section 5.03(c) below, such Certificate
Owners shall not be entitled to fully registered, physical Certificates
("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 indirect participating brokerage
firm representing each such Certificate Owner. Each Depository Participant shall
only transfer the Ownership Interests in the Book-Entry Certificates of
Certificate Owners it represents or of indirect participating brokerage firms
for which it acts as agent in accordance with the Depository's normal
procedures. Neither the Trustee nor the Certificate Registrar shall have any
responsibility to monitor or restrict the transfer of any ownership interest in
a Book-Entry Certificate transferable through the book-entry facilities of the
Depository.

            (b) Except as expressly provided to the contrary herein, the
Depositor, the Master Servicer, the Special Servicer, the Trustee 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. Except as
expressly provided to the contrary herein, 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 indirect participating brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Book-Entry Certificates, the registered holders of
such Definitive Certificates shall be recognized as

                                     -194-
<PAGE>

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.

            SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the 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 presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

            SECTION 5.06. Certification by Certificateholders and Certificate
Owners.

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02.

            (b) To the extent that it is necessary, pursuant to the terms of
this Agreement, to determine whether any Person is a Certificateholder or a
Certificate Owner, the Trustee shall make such determination based on a
certificate of such Person, which certificate shall be in such form as shall be
reasonably acceptable to the Trustee and shall specify the Class and Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of the
Book-Entry Certificate beneficially owned; provided, however, that the Trustee
shall not knowingly recognize such Person as a Certificate Owner if such Person,
to the knowledge of a Responsible Officer of the Trustee, acquired its Ownership
Interest in a Book-Entry Certificate in violation of Section 5.02, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Trustee from the Depository, Depository Participants
and/or indirect participating brokerage firms for which Depository Participants
act as agents, with respect to the identity of a Certificate Owner (although the
Trustee has no obligation to obtain any such information). The Trustee shall
exercise its reasonable discretion in making any determination under this
Section 5.06(b) and shall afford any Person providing information with respect
to its beneficial ownership of any Book-Entry Certificate an opportunity to
resolve any discrepancies between the information provided and any other
information available to the Trustee.

                                     -195-
<PAGE>

            (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.




                                     -196-
<PAGE>

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

            SECTION 6.01. Liability of the Depositor, the Master Servicer and
the Special Servicer.

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

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

            (a) Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence,
rights and franchises 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 or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Loans and to perform its respective duties under this
Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person (other than the Trustee),
or transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer or the Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, the Master
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Master 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 Master 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 or has
not resulted in a withdrawal, downgrading or qualification of 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, obtained at the expense of the
Person resulting from such merger or consolidation or succeeding to such
business).

            SECTION 6.03. Limitation on Liability of the Trustee, the Depositor,
the Master Servicer, the Special Servicer and Others.

            (a) None of the Depositor, the Trustee, the Master Servicer, the
Special Servicer nor any of the Affiliates, directors, partners, members,
managers, shareholders, officers, employees or agents of any of them shall be
under any liability to the Trust Fund, the Underwriters, the parties hereto, the
Certificateholders, the holder of any Junior Loan or any other Person 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 any of the Depositor, the Trustee, the Master
Servicer or the Special Servicer against any breach of warranties or
representations made by such party herein or any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of negligent disregard of obligations and
its duties hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Trustee and any director, officer, employee or agent of the Depositor, the
Trustee, the Master Servicer or the Special Servicer may

                                     -197-
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rely in good faith on any document of any kind which, prima facie, is properly
executed and submitted by any Person respecting any matters arising hereunder.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Affiliate, director, shareholder, member, partner, manager,
officer, employee or agent of any of the foregoing shall be indemnified and held
harmless by the Trust Fund and/or any affected Junior Loan Holder(s), out of
amounts on deposit in a Collection Account, the Distribution Account or, if
applicable, a Junior Loan Custodial Account, all as provided in Section 3.04 and
Section 3.05, against any loss, liability or expense incurred in connection with
or relating to this Agreement, the Loans, any Junior Loan or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne
by such party pursuant to the terms hereof; (ii) incurred in connection with any
breach of a representation or warranty 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) in the case of the Depositor and any of its
directors, officers, employees and agents, incurred in connection with any
violation by any of them of any state or federal securities law; provided that
this provision is no way intended to apply to the payment of servicing
compensation, the reimbursement of Advances or the payment of interest on
Advances, which the parties hereto acknowledge are expressly addressed elsewhere
in this Agreement; and provided, further, that this provision is not intended to
apply to ordinary expenses (including allocable overhead) incurred in the
customary performance by a Master Servicer or Special Servicer of its duties
hereunder or any expenses that would not constitute "unanticipated expenses
incurred by the REMIC" within the meaning of the Treasury regulations section
1.860G-1(b)(iii).

            (b) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer 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 which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Master Servicer, the Special Servicer or the Trustee 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
Master Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts on deposit in the Collection Account or, if
applicable, a Junior Loan Custodial Account, as provided by Section 3.05(a) or
on deposit in the Distribution Account all as provided by Section 3.05(b)(iii).

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee and hold it harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket 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 Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master 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 by it herein. The Master Servicer and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article X, (iii) the defeasance of any Defeasance Loan or (iv)
any matter involving legal proceeding with a Borrower.

                                     -198-
<PAGE>

            The Trustee shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Loans entitling the Trust Fund or the Trustee
to indemnification hereunder, whereupon the Master Servicer or Special Servicer,
as the case may be, shall assume the defense of such claim 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 Master Servicer or Special
Servicer, as the case may be, shall not affect any rights that the Trustee or
the Trust Fund may have to indemnification under this Agreement or otherwise,
unless the Master Servicer's or 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 Master Servicer and the Special Servicer.

            The Depositor agrees to indemnify the Master Servicer, the Special
Servicer and the Trustee and any Affiliate, 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 out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the
Depositor's obligations and duties under this Agreement. The Master Servicer,
the Special Servicer and the Trustee shall immediately notify the Depositor if a
claim is made by a third party with respect to this Agreement or the Loans
entitling it to indemnification hereunder, whereupon the Depositor shall assume
the defense of such claim 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 Depositor shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement.

            The Trustee agrees to indemnify the Master Servicer, the Special
Servicer and the Depositor and any Affiliate, 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
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
Master Servicer or the Special Servicer shall immediately notify the Trustee if
a claim is made by a third party with respect to this Agreement or the Loans
entitling it to indemnification hereunder, whereupon the Trustee shall assume
the defense of such claim 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 Trustee shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement.

            SECTION 6.04. Master Servicer and Special Servicer Not to Resign.

            Subject to the provisions of Section 6.02, none of the Master
Servicer and the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) a determination that
such party's duties hereunder are no longer permissible under applicable law or
(b) in the case of the Master Servicer or Special Servicer, upon the appointment
of, and the acceptance of such appointment by, a successor Master Servicer or
Special Servicer, as applicable and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation

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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. Any such determination permitting the resignation of the
Master Servicer or the Special Servicer pursuant to above clause (a) above shall
be evidenced by an Opinion of Counsel (the cost of which, together with any
other expenses of such resignation, shall be at the expense of the resigning
party) to such effect delivered to the Trustee. No such resignation by the
Master Servicer or the Special Servicer shall become effective until the Trustee
or a successor Master Servicer shall have assumed the Master Servicer's or
Special Servicer's, as applicable, responsibilities and obligations in
accordance with Section 7.02.

            SECTION 6.05. Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
however, that the Master 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 Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.



                                     -200-
<PAGE>

                                  ARTICLE VII

                                     DEFAULT

            SECTION 7.01. Events of Default; Master Servicer and Special
Servicer Termination.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to (A) deposit into the
      Collection Account, a Junior Loan Custodial Account, a Servicing Account,
      a Cash Collateral Account or a Lock-Box Account any amount required to be
      so deposited by it pursuant to this Agreement, which failure is not cured
      within two Business Days after such deposit was required to be made, or
      (B) deposit into, or remit to the Trustee for deposit into, the Excess
      Interest Distribution Account, the Excess Liquidation Proceeds Account,
      the Interest Reserve Account, the Floating Rate Account or the
      Distribution Account, as applicable, any amount (including a P&I Advance
      or a payment to cover a Prepayment Interest Shortfall) required to be so
      deposited or remitted by it on the Master Servicer Remittance Date, which
      failure is not cured by 11:00 a.m. New York City time on the related
      Distribution Date (and the Master Servicer shall pay to the Trustee, for
      the account of the Trustee, interest on such late remittance at the
      Reimbursement Rate from and including the subject Master Servicer
      Remittance Date to but excluding the subject Distribution Date), or (C)
      make any Servicing Advance required to be made by it pursuant to this
      Agreement, which failure remains uncured for 15 days (or such shorter time
      as is necessary to avoid the lapse of any required Insurance Policy or the
      foreclosure of any tax lien on the related Mortgaged Property); or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Master Servicer for deposit into, the Collection Account,
      Floating Rate Account, a Junior Loan Custodial Account, a Servicing
      Account or an REO Account, or to deposit into, or to remit to the Trustee
      for deposit into, the Distribution Account any amount required to be so
      deposited or remitted by the Special Servicer pursuant to the terms of
      this Agreement, which failure is not cured within [two] Business Days
      after such deposit or remittance was required to be made, provided,
      however, that if the Special Servicer fails to make any deposit or
      remittance so required to be made by the Special Servicer, and the Master
      Servicer is required to make an Advance for such amount, the Special
      Servicer shall pay to the Master Servicer for deposit into the Collection
      Account, interest on such late deposit or remittance at the Prime Rate
      from and including the date such payment was due until the date such
      payment was actually made; or

            (iii) any failure on the part of the Master Servicer or the Special
      Servicer to duly observe or perform in any material respect any other of
      the covenants or agreements on the part of the Master Servicer or the
      Special Servicer, as the case may be, contained in this Agreement which
      continues unremedied for a period of 30 days (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
      Master Servicer or the Special Servicer, as the case may be, by any other
      party hereto and, with respect to any Serviced Loan Combination, by any
      related Junior Loan Holder, or to the Master Servicer or the Special
      Servicer, as the case may be, 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, that, with
      respect to any such failure which is not curable within such 30-day period
      or 15-day period, as applicable, the Master Servicer or the

                                     -201-
<PAGE>

      Special Servicer, as the case may be, shall have an additional cure period
      of 30 days to effect such cure so long as the Master Servicer or the
      Special Servicer, as the case may be, has commenced to cure such failure
      within such initial 30-day period or 15-day period, as applicable, and has
      diligently pursued, and is continuing to pursue, a full cure; or

            (iv) any breach on the part of the Master 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
      Master Servicer or the Special Servicer, as the case may be, by any other
      party hereto and, with respect to any Loan Combination, by any related
      Junior Loan Holder, or to the Master Servicer or 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, that with respect to any such breach which is
      not curable within such 30-day period, the Master Servicer or the Special
      Servicer, as the case may be, shall have an additional cure period of 30
      days to effect such cure so long as the Master Servicer or the Special
      Servicer, as the case may be, has commenced to cure such breach within the
      initial 30-day period and has diligently pursued, and is continuing to
      pursue, a full cure; 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 Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed for a period of 60 days;
      provided, however, that, with respect to any such decree or order that
      cannot be discharged, dismissed or stayed within such 60-day period, the
      Master Servicer or the Special Servicer, as the case may be, shall have an
      additional period of 30 days to effect such discharge, dismissal or stay
      so long as it has commenced proceedings to have such decree or order
      dismissed, discharged or stayed within the initial 60-day period and has
      diligently pursued, and is continuing to pursue, such discharge, dismissal
      or stay;

            (vi) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Master Servicer or the Special Servicer or relating to all or
      substantially all of its property; or

            (vii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) [the Master Servicer is removed from S&P's Select Servicer
      List as a U.S. Commercial Mortgage Master Servicer, or the Special
      Servicer is removed from S&P's Select Servicer List as a U.S. Commercial
      Mortgage Special Servicer, and the Master Servicer or the Special
      Servicer, as the case may be, is not reinstated to such status on such
      list within 60 days after its removal therefrom;] or

                                     -202-
<PAGE>

            (ix) [Moody's has (A) qualified, downgraded or withdrawn its rating
      or ratings of one or more Classes of Certificates, or (B) placed one or
      more Classes of Certificates on "watch status" in contemplation of
      possible rating downgrade or withdrawal (and such "watch status" placement
      shall not have been withdrawn by Moody's within 60 days of such
      placement), and, in case of either of clause (A) or (B), citing servicing
      concerns with the Master Servicer or the Special Servicer as the sole or a
      material factor in such rating action.]

            When a single entity acts in two or more of the capacities of the
Master Servicer and the Special Servicer, an Event of Default (other than an
event described in clauses (viii) and (ix) above) in one capacity shall
constitute an Event of Default in both such capacities.

            If any Event of Default shall have occurred with respect to the
Master Servicer or the Special Servicer and a Responsible Officer has actual
knowledge of such Event of Default, the Trustee shall provide notice of such
Event of Default to each affected Junior Loan Holder.

            (b) If any Event of Default with respect to the Master 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 25% of the Voting Rights, shall, terminate, by notice in
writing to the Defaulting Party (a "Termination Notice"), with a copy of such
notice to the Depositor, the Certificate Registrar and, with respect to any Loan
Combination, each related Junior Loan Holder, as applicable, all of the rights
and obligations of the Defaulting Party under this Agreement and in and to the
Loans and the Junior Loans and the proceeds thereof; provided, however, that the
Defaulting Party shall be entitled to the payment of any and all compensation,
indemnities and reimbursements accrued by or owing to it on or prior to the date
of such termination, as well as such similar amounts due to it thereafter, if
any, including (subject to reduction in accordance with Section 3.11(a)) with
respect to the Excess Servicing Strip and Assignable Primary Servicing Fees, 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 Loans, the Junior Loans or otherwise, shall pass to and be
vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Loans, the Junior Loans and related documents,
or otherwise.

            The Master Servicer and the Special Servicer each agrees 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 after its receipt of the notice of
termination) provide the Trustee with all documents and records requested by it
to enable the Trustee to assume the Master Servicer's or Special Servicer's, as
the case may be, functions hereunder, and shall reasonably cooperate with the
Trustee in effecting the termination of the Master Servicer's or Special
Servicer's, as the case may be, responsibilities and rights hereunder,
including, without limitation, the transfer within [five] Business Days to the
Trustee for administration by it of all cash amounts which shall at the time be
or should have been credited by the Master Servicer to the Collection Account or
any Junior Loan Custodial Account, Servicing Account, Cash Collateral Account or
Lock-Box Account or by the Special Servicer to the applicable REO Account, as
the case may be, or thereafter be received with respect to any Loan, any Junior
Loan or any REO Property (provided, however, that the Master Servicer or the
Special Servicer, as the case may be, shall, if terminated pursuant

                                     -203-
<PAGE>

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 a terminated Master Servicer) or
otherwise, as well as amounts due to it thereafter, if any, and it and its
directors, partners, members, managers, shareholders, officers, employees and
agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).

            (c) (1) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the 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 Master Servicer, the Special
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor shall meet the requirements set forth in
Section 7.02, (ii) as evidenced in writing by each of the Rating Agencies (such
writing to be obtained by and at the expense of such Holders), the proposed
replacement of the Special Servicer shall not, in and of itself, result in a
downgrading, withdrawal or qualification of the then-current ratings provided by
the Rating Agencies with respect to any Class of then outstanding Certificates,
and (iii) the Trustee shall have received (A) an Acknowledgment of Proposed
Special Servicer in the form attached hereto as Exhibit O, executed by the
Person designated to be the successor to such terminated Special Servicer, and
(B) an Opinion of Counsel (which shall not be an expense of the Trustee or the
Trust) substantially to the effect that (1) the removal of such terminated
Special Servicer and/or the appointment of the Person designated to serve as
successor thereto is in compliance with this Section 7.01(c), (2) such
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (3) the Acknowledgment of
Proposed Special Servicer, the form of which is attached hereto as Exhibit O,
has been duly authorized, executed and delivered by such designated Person and
(4) upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, such designated Person shall be bound by the terms of this Agreement
and, subject to customary bankruptcy and insolvency exceptions and customary
equity exceptions, this Agreement shall be enforceable against such designated
Person in accordance with its terms. Any Special Servicer terminated pursuant to
this Section 7.01(c) shall be deemed to have been so terminated simultaneously
with the designated successor's becoming the Special Servicer hereunder. Such
terminated Special Servicer shall take all reasonable actions necessary to
promptly transfer its rights and obligations hereunder to its successor.

            No penalty or fee shall be payable to the Special Servicer with
respect to any termination pursuant to this Section 7.01(c). Any expenses of the
trust as a result of any termination pursuant to this Section 7.01(c) shall be
paid by the Persons who effected such termination, if the termination was
without cause, and otherwise by the terminated Special Servicer.

            If the Controlling Class Certificates are held in book-entry form,
then the related Certificate Owners with beneficial interests in Controlling
Class Certificates representing more than 50% of the Class Principal Balance of
the Controlling Class, may exercise the same rights set forth above in this
Section 7.01(c) to which they would otherwise be entitled if they were
Certificateholders.

            (d) The Master 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 Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to clause (a) of the first sentence
of Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b), and provided that no acceptable successor has been appointed in
accordance with the requirements of this Agreement, the Trustee shall be and
become the

                                     -204-
<PAGE>

successor to the Master Servicer or the Special Servicer, as the case may be, in
all respects in its capacity as Master Servicer or Special Servicer, as
applicable, under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties, liabilities and
limitations on liability relating thereto and that arise thereafter placed on or
for the benefit of the Master Servicer or the 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 Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master 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
in its capacity as successor to the Master Servicer or the Special Servicer
shall not be liable for any of the representations and warranties of the Master
Servicer or the Special Servicer, as the case may be, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master
Servicer or Special Servicer, as the case may be, or for any losses incurred by
the predecessor Master Servicer or Special Servicer, as the case may be,
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to
purchase any Loan hereunder.

            As compensation therefor, the Trustee as a successor Master Servicer
shall be entitled to all Master Servicing Fees and other compensation relating
to the applicable Loans, Junior Loans and REO Loans to which the predecessor
Master Servicer would have been entitled to if the Master Servicer had continued
to act hereunder (subject to Section 3.11(a) with respect to the Assignable
Primary Servicing Fee and the Excess Servicing Strip), including but not limited
to any income or other benefit from any Permitted Investment of funds in a
Master Servicer Account maintained thereby pursuant to Section 3.06), and as
successor to the Special Servicer shall be entitled to the Special Servicing
Fees to which the predecessor Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. If the Trustee succeeds to the
capacity of the Master Servicer or the Special Servicer hereunder, the Trustee
shall be afforded the same standard of care and liability hereunder as the
Master Servicer or the Special Servicer, as the case may be, notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as a successor Master Servicer or successor Special Servicer,
as the case may be, and not with respect to its role as Trustee hereunder.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or the Special Servicer, as the case
may be, or shall, if it is unable to so act or if the Trustee 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 herein, as the successor hereunder to the
departing Master Servicer or Special Servicer, as applicable, in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master
Servicer or the Special Servicer, as the case may be, hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer under this Section
7.02 shall be effective until (i) each of the Rating Agencies shall have
confirmed in writing that its then-current rating (if any) of each Class of
Certificates will not be qualified (as applicable), downgraded or withdrawn by
reason thereof and (ii) the assumption in writing by the successor to the Master
Servicer or the Special Servicer, as the case may be, of all the
responsibilities, duties and liabilities as Master Servicer or Special Servicer,
as the case may be, hereunder that arise thereafter. Pending the appointment of
a successor to the Master Servicer or the Special Servicer hereunder, unless the
Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as hereinabove provided.

                                     -205-
<PAGE>

            In connection with such appointment and assumption of a successor to
the Master Servicer or the Special Servicer as described herein, subject to
Section 3.11(a), the Trustee may make such arrangements for the compensation of
such successor out of payments on Loans as it and such successor shall agree;
provided, however, that no such compensation with respect to a successor Master
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the
case may be, hereunder, or include the Assignable Primary Servicing Fee;
provided, further, that if no successor can be obtained for such compensation,
then, subject to approval by the Rating Agencies, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the
terminated Master Servicer or Special Servicer, as the case may be, shall be
treated as Additional Trust Fund Expenses. The Trustee, the Master Servicer, the
Special Servicer and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Any
reasonable 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 Master Servicer or Special Servicer.

            SECTION 7.03. Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to
the Master 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, [to the Swap
Counterparty] and, to the extent that a Responsible Officer of the Trustee has
actual knowledge of the identities thereof, to each affected Junior Loan Holder.

            (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) [five] days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii) a Responsible Officer of the Trustee shall transmit by mail to
the Depositor, all Certificateholders, [to the Swap Counterparty] and, to the
extent that a Responsible Officer of the Trustee has actual knowledge of the
identities thereof, each affected Junior Loan Holder, 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 66?% 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) or (ii) of Section 7.01(a)
may only be waived by 100% of the Certificateholders of the affected Classes and
the Trustee. Upon any such waiver of an Event of Default and reimbursement by
the party requesting such waiver to the Trustee of all costs and expenses
incurred by it in connection with such Event of Default and prior to its waiver,
such Event of Default shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. 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.

                                     -206-
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            SECTION 7.05. Trustee Advances.

            If the Master Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (x) within one
Business Day of such failure (a failure only occurring after the Master
Servicer's cure period under Section 7.01(a)(i)(C) has expired) by the Master
Servicer with respect to Servicing Advances to the extent a Responsible Officer
of the Trustee has been notified in writing or a Responsible Officer of the
Trustee otherwise has actual knowledge of such failure with respect to such
Servicing Advances and (y) by 1:00 p.m., New York City time, on the related
Distribution Date with respect to P&I Advances. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Master Servicer's
rights with respect to Advances hereunder, including, without limitation, the
Master 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 Nonrecoverable Servicing Advance, as the case may
be; provided, however, that if Advances made by both the Trustee and the Master
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 Master Servicer
for such Advances. The Trustee shall be entitled to conclusively rely on any
notice given with respect to a Nonrecoverable Advance hereunder.


                                     -207-
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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            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, then
(subject to Section 8.02(vii) below) 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 shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; 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 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;

            (iii) The Trustee shall not be 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); and

                                     -208-
<PAGE>

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as a successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, and (C) to confirm or verify the contents of any reports or
      certificates of the Master Servicer or the Special Servicer delivered to
      the Trustee pursuant to this Agreement reasonably believed by the Trustee
      to be genuine and to have been signed or presented by the proper party or
      parties.

            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, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby[; the Trustee shall be under no
      obligation to take any action to enforce the rights of the Trust Fund
      under the Swap Agreement unless it expects, in its sole discretion, that
      the costs and expenses of such action(s) will be reimbursed by the Swap
      Counterparty or any other party or it has received an indemnity or
      assurance of payment satisfactory to the Trustee from the Holders of the
      Class [A-2FL] Certificates]; 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 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

                                     -209-
<PAGE>

      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
      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 Master Servicer or, if paid by the Trustee, shall be repaid
      by the Master 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 required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the Master Servicer, the Special Servicer or the Directing
      Certificateholder (unless the Trustee is acting as the Master Servicer,
      the Special Servicer or the Directing Certificateholder, as the case may
      be) or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

            SECTION 8.03. Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments and expressed intentions of the Trustee in Sections 2.01,
2.02, 2.04 and 10.07 and the representations and warranties of the Trustee in
Section 8.13, shall be taken as the statements of the Depositor, the Master
Servicer or the Special Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee does not make any
representations as to the validity or sufficiency of this Agreement or of any
Certificate or of any Loan or related document. The Trustee shall not 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 Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Collection Account or any other account by or on behalf of
the Depositor, the Master Servicer or the Special Servicer. The Trustee shall
not be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee, in good faith, pursuant to this Agreement.

            SECTION 8.04. Trustee May Own Certificates.

            The Trustee in its individual capacity and not as Trustee, may
become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer, the Initial Purchaser and the
Underwriters in banking transactions, with the same rights it would have if it
were not Trustee.

                                     -210-
<PAGE>

            SECTION 8.05. Fees and Expenses of Trustee; Reimbursements and Other
Payments to Trustee.

            (a) As compensation for the performance of its duties, the Trustee
shall be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate on the Stated Principal Balance of each Loan and REO Loan in the Mortgage
Pool, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. With respect to each Loan and REO Loan in the Mortgage Pool, the
Trustee Fee shall accrue from time to time on the same interest accrual basis
(i.e., either an Actual/360 Basis or a 30/360 Basis, as applicable) as is
applicable to such Loan or REO Loan, as the case may be. 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.

            (b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury regulations section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that, subject to Section
8.02(iii), the Trustee shall not refuse to perform any of its duties hereunder
solely as a result of the failure to be paid the Trustee Fee or the Trustee's
expenses. Notwithstanding the foregoing, this Section 8.05(b) shall not apply to
the reimbursement of Advances or the payment of interest thereof, it being
acknowledged that such reimbursement and/or payment is otherwise expressly
provided for herein.

            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, trust company or
national banking association, organized and doing business under the laws of any
state or the United States of America or [the District of Columbia], authorized
under such laws to exercise corporate trust powers and to accept the trust
conferred under this Agreement, having a combined capital and surplus of at
least $[50,000,000] and subject to supervision or examination by federal or
state authority and shall not be an Affiliate of the Depositor, the Master
Servicer or the Special Servicer (except during any period when the Trustee is
acting as, or has become successor to, the Master 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 "____" or higher by [____] and
"____" or higher by [_______] (or such entity as would not, as evidenced in
writing by such Rating Agency, result in the qualification (as applicable),
downgrading or withdrawal of any of the then-current ratings then assigned
thereby to the Certificates).

            If such corporation, national bank, trust company 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, trust company 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 Trust REMICs 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

                                     -211-
<PAGE>

the Trust Fund or (iii) administer the Trust REMICs from a state and local
jurisdiction that does not impose such a tax.

            SECTION 8.07. Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, [the Swap Counterparty] and all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee acceptable to the Master Servicer, in
its reasonable discretion, and the Rating Agencies (as evidenced in writing by
such Rating Agency that such appointment would not result in the qualification
(as applicable), downgrading or withdrawal of any of the then-current ratings
then assigned thereby to the Certificates) by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Junior Loan
Holders 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. The resigning Trustee
shall be responsible for the payment of all reasonable expenses incurred in
connection with such resignation and discharge and 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 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in a downgrade or withdrawal of the then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee acceptable to the Master
Servicer and the Rating Agencies (as evidenced in writing by such Rating Agency
that such removal and appointment would not result in the qualification (as
applicable), downgrading or withdrawal of any of the then-current ratings then
assigned thereby to the Certificates), by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, [the Swap Counterparty], the Certificateholders
and the Junior Loan Holders 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 Master 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
Certificateholders by the Master Servicer. The Trustee shall be reimbursed for
all costs and expenses incurred by it in connection with such removal within 30
days of demand therefor from amounts on deposit in the Distribution Account
(provided the Trustee is removed without cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within [30] days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided

                                     -212-
<PAGE>

for under this Agreement for services rendered and expenses incurred. No Trustee
shall be liable for any action or omission of any successor Trustee.

            SECTION 8.08. Successor Trustee.

            (a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee, shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder, and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee all such rights, powers,
duties and obligations, and to enable the successor Trustee to perform its
obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
or shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Master Servicer shall mail notice of the
succession of such Trustee hereunder to the Depositor, the Special Servicer and
the Certificateholders. The Master Servicer shall also mail a copy of such
notice to each holder of a Junior Loan. If the Master Servicer shall fail to so
mail such notice or a copy thereof, as applicable, within 10 days (or, in the
case of a mailing to a Junior Loan Holder, [20] days) after acceptance of
appointment by the successor Trustee, such successor Trustee shall cause such
notice to be mailed at the expense of the Master Servicer.

            SECTION 8.09. Merger or Consolidation of Trustee.

            Any Person into which the Trustee 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 shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee, 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.

            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 Master 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 Master
Servicer and the Trustee may consider necessary or desirable. If the Master
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,

                                     -213-
<PAGE>

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 Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts 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 appoint at the Trustee's own expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee; provided that the Trustee shall inform the Master Servicer of such
appointment. Each Custodian shall be a depositary institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $[10,000,000], shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File, shall not be the Depositor,
any Mortgage Loan Seller[s] or any Affiliate of the Depositor or any Mortgage
Loan Seller[s], and shall have in place a fidelity bond and errors and omissions
policy, each in such form and amount as is customarily required of custodians
acting on behalf of FHLMC or FNMA. Each Custodian shall be subject to the same
obligations, standard of care, protection and indemnities as would be imposed
on, or would protect, 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.

                                     -214-
<PAGE>

            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
Trustee a copy 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, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Certificateholder,
Certificate Owner or prospective purchaser of a Certificate or any interest
therein, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, any Rating Agency, the Underwriters, with respect to any Loan
Combination, the related Junior Loan Holder(s), as applicable, or any other
Person to whom the Trustee believes such disclosure is appropriate, originals or
copies of the following items to the extent such documents have been delivered
to the Trustee: (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 Trustee and (ii)
in all cases, (A) this Agreement and any amendments hereto entered into pursuant
to Section 10.01, (B) all statements required to be delivered, or otherwise
required to be made available, to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, (C) all Officer's Certificates
delivered to the Trustee since the Closing Date pursuant to Section 3.13, (D)
all accountants' reports delivered to the Trustee since the Closing Date
pursuant to Section 3.14, (E) any and all Officer's Certificates delivered to
the Trustee to support the Master 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, (F) any and all of the
Loan Documents contained in the Mortgage File and (G) information provided to
the Trustee regarding the occurrence of Servicing Transfer Events as to the
Loans, and (H) any and all Sub-Servicing Agreements provided to the Trustee and
any amendments thereto and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee 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 Requesting Subordinate
Certificateholder may upon written request from the Trustee obtain a copy of any
report delivered to the Rating Agencies under this Agreement.

            (b) 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)), each
of the Master Servicer and the Trustee shall, in accordance with such reasonable
rules and procedures as it may adopt (which may include the requirement that an
agreement that provides that such information shall be kept confidential and
used solely for purposes of evaluating the investment characteristics of the
Certificates be executed) also make the reports available to Certificateholders
pursuant to Section 4.02, and, with respect to any Loan Combination, the related
Junior Loan Holder(s), as applicable, as well as certain additional information
received by the Master Servicer or the Trustee, as the case may be, to any
Certificateholder, the Underwriters, the Initial Purchasers, any Certificate
Owner, any Junior Loan Holder or any prospective investor identified as such by
a Certificateholder, a Certificate Owner, the Underwriters, the Initial
Purchaser or, with respect to any

                                     -215-
<PAGE>

Loan Combination, a related Junior Loan Holder, that requests such reports or
information; provided that the Master Servicer or the Trustee, 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; and provided, further, that no Junior Loan Holder or prospective
investor in a Junior Loan shall be entitled to any such report or information
except to the extent that it relates to the subject Serviced Loan Combination.

            (c) With respect to any information furnished by the Trustee or the
Master Servicer pursuant to this Agreement, the Trustee or the Master Servicer,
as the case may be, shall be entitled to indicate the source of such information
and the Trustee or the Master Servicer, as applicable, may affix thereto any
disclaimer it deems appropriate in its discretion. The Trustee or the Master
Servicer, as applicable, shall notify Certificateholders, Certificate Owners
and, with respect to any Loan Combination, the related Junior Loan Holder(s), as
applicable, 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 this Section 8.12, the Trustee or the Master
Servicer, as the case may be, may require: (i) in the case of Certificateholders
and Certificate Owners and the Directing Certificateholder, a confirmation
executed by the requesting Person substantially in the form of Exhibit I
attached hereto or otherwise in form and substance reasonably acceptable to the
Master Servicer or the Trustee, as applicable, generally to the effect that such
Person is a registered or beneficial holder of Certificates or an investment
advisor representing such Person and is requesting the information solely for
use in evaluating such Person's investment in the Certificates and will
otherwise keep such information confidential; and (ii) in the case of a
prospective purchaser or an investment advisor representing such Person,
confirmation executed by the requesting Person substantially in the form of
Exhibit I attached hereto or otherwise in form and substance reasonably
acceptable to the Trustee or the Master Servicer, as the case may be, generally
to the effect that such Person is a prospective purchaser of a Certificate or an
interest therein or an investment advisor representing such Person, and is
requesting the information solely for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential. None of the
Master Servicer or the Trustee shall be liable for the dissemination of
information in accordance with this Agreement.

            SECTION 8.13. Representations, Warranties and Covenants of the
Trustee.

            (a) The Trustee hereby represents and warrants to the Depositor, the
Master Servicer and the Special Servicer and for the benefit of the
Certificateholders and the Junior Loan Holders, as of the Closing Date, that:

            (i) The Trustee is a [_____________], duly organized, validly
      existing and in good standing under the laws of [_______________];

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) 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;

                                     -216-
<PAGE>

            (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
      banks 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 the ability of the
      Trustee to perform its obligations under this Agreement;

            (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 the
      ability of the Trustee to perform its obligations under this Agreement;
      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.


                                     -217-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Loans.

            (a) Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) 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 earliest to occur of (i) the purchase (in the manner provided
for in Section 9.01(b)) by the Holders of a majority of the Percentage Interests
of the Controlling Class, the Master Servicer or the Special Servicer of all the
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 Loans (exclusive of REO
Loans) included in the Trust Fund and (2) the Appraised Value of each REO
Property, if any, included in the Trust Fund (such Appraisals in this subclause
(2) to be conducted by an Appraiser selected and mutually agreed upon by the
Master Servicer, the Special Servicer and the Trustee), minus (B) if the
purchaser is the Master Servicer or the Special Servicer, the aggregate amount
of unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing
compensation payable to such Person (which items shall be deemed to have been
paid or reimbursed to the Master Servicer or the Special Servicer, as the case
may be, in connection with such purchase), (ii) the exchange by the Sole
Certificateholder pursuant to the terms of subsection (c), (iii) the Rated Final
Distribution Date and (iv) the final payment or other liquidation (or any
advance with respect thereto) of the last Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the earlier of (i) the Rated Final Distribution Date and (ii)
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.

            (b) The Holders of a majority of the Percentage Interests of the
Controlling Class, the Special Servicer and the Master Servicer, in that order
of preference at its (or their) option, may each elect to purchase all of the
Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (i) of Section 9.01(a), by giving written notice to the Trustee and the
other parties hereto no later than 60 days prior to the anticipated date of
purchase; provided, however, that the aggregate Stated Principal Balance of the
Mortgage Pool is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Loans set forth in the Preliminary Statement[; provided, further, that
within 30 days after written notice of such election is so given, no Person with
a higher right of priority to make such an election does so[; provided, further,
that such purchase of all of the Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (i) of Section 9.01(a) may not be effected
unless such purchase would result in all amounts due and owing to the Swap
Counterparty under the Swap Agreement being paid or unless the Swap Counterparty
consents in writing to such purchase].

            If all of the Loans and each REO Property remaining in the Trust
Fund are to be purchased in accordance with the preceding paragraph, the party
or parties effecting such purchase shall remit to the Trustee for deposit in the
Distribution Account not later than the Master Servicer Remittance 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 (exclusive of (i) any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Collection Account and (ii) any respective portion thereof
representing accrued and [unpaid Excess Interest, which shall be deposited in
the Excess Interest Distribution

                                     -218-
<PAGE>

Account]). In addition, the Master Servicer shall remit to the Trustee for
deposit in the Distribution Account all amounts required to be transferred
thereto on the Master Servicer Remittance Date from their Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in their Collection 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 party or parties
effecting the purchase of all of the Loans and each REO Property remaining in
the Trust Fund, the Mortgage Files for the remaining Loans purchased thereby,
and the Trustee shall execute all assignments, endorsements and other
instruments furnished to it by the party or parties effecting the purchase of
all of the Loans and each REO Property remaining in the Trust Fund, as
applicable, as shall be necessary to effectuate transfer of the Loans and REO
Properties remaining in the Trust Fund and its rights under the related Mortgage
Loan Purchase Agreement[s](s).

            (c) Following the date on which the aggregate of the Class Principal
Balances of the Class [A-1], Class [A-2FX], Class [A-2FL], Class [A-1-A], Class
[B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [H] and Class
[J] Certificates is reduced to zero, the Sole Certificateholder shall have the
right to exchange all of its Certificates (other than the Class V and Class R
Certificates) for all of the Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice
to all the parties hereto no later than 60 days prior to the anticipated date of
exchange. In the event that the Sole Certificateholder elects to exchange all of
its Certificates (other than the Class V and Class R Certificates) for all of
the Loans and each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Master
Servicer Remittance Date related to the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the Collection
Account an aggregate amount in immediately available funds equal to all amounts
due and owing to the Depositor, the Master Servicer, the Special Servicer and
the Trustee hereunder through the date of the liquidation of the Trust Fund that
may be withdrawn from the Collection Account, or an escrow account acceptable to
the respective parties hereto, pursuant to Section 3.05(a) or that may be
withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to
the extent that such amounts are not already on deposit in the Collection
Account. In addition, the Master Servicer shall remit to the Trustee for deposit
into the Distribution Account all amounts required to be transferred to the
Distribution Account on the Master Servicer Remittance Date from their
Collection Account pursuant to Section 3.04(b). Upon confirmation that such
final deposits have been made and following the surrender of all its
Certificates (other than the Class V and Class R Certificates) on the Final
Distribution Date, the Trustee shall, upon receipt of a Request for Release from
the Master Servicer, release or cause to be released to the Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining
Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Sole Certificateholder as shall be necessary to
effectuate transfer of the Loans and REO Properties remaining in the Trust Fund,
and the Trust Fund shall be liquidated in accordance with Section 9.02. For
federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Lower-Tier REMIC for an amount equal to the
remaining aggregate Certificate Principal Balance of its Certificates (other
than the Class V and Class R Certificates), plus accrued, unpaid interest with
respect thereto, and the Trustee shall credit such amount against amounts
distributable in respect of such Certificates. The remaining Loans and REO
Properties are deemed distributed to the Sole Certificateholder in liquidation
of the Trust Fund pursuant to Section 9.02.

            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.

                                     -219-
<PAGE>

            In connection with any exchange of Certificates for Loans and/or REO
Properties contemplated by this Section 9.01(c) and a corresponding termination
of the Trust Fund, the Holders of the Class V and Class R Certificates shall
likewise surrender their Certificates.

            (d) Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, [the Swap
Counterparty,] the Junior Loan Holders 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 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 Trustee or such other location therein designated.

            (e) Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account [and/or the Excess Interest Distribution
Account] that are allocable to payments on the Class of Certificates so
presented and surrendered. Amounts distributed from the Distribution Account as
of the final Distribution Date 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(b). Anything in this Section 9.01 to the contrary notwithstanding, the
Holders of the Class V Certificates shall receive that portion, if any, of the
proceeds of a sale of the assets of the Trust Fund allocable to accrued and
unpaid Excess Interest. Any funds not distributed on such Distribution Date
shall be set aside and held uninvested in trust for the benefit of
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(e).

            SECTION 9.02. Additional Termination Requirements.

            (a) If any one or more of the Persons specified in Section 9.01
purchases all of the Loans and each REO Property remaining in the Trust Fund or
the Sole Certificateholder causes the distribution of all the property of the
Trust Fund as provided in Section 9.01, the Trust Fund shall be terminated in
accordance with the following additional requirements, which meet the definition
of a "qualified liquidation" of each Trust REMIC, within the meaning of Section
860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each of the Trust REMIC's
      final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within 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 either (A) sell all of the assets of the Lower-Tier REMIC, which
      shall be liquidated to Person(s) purchasing all of the Loans and each REO
      Property remaining in the Trust Fund pursuant to Section 9.01 for cash or
      (B) distribute all such assets to the Sole Certificateholder on the
      designated exchange date in exchange for its Certificates; and

            (iii) immediately following the making of the final payment on the
      Uncertificated Lower-Tier Interests and the Regular Certificates, the
      Trustee shall distribute or

                                     -220-
<PAGE>

      credit, or cause to be distributed or credited, all cash on hand in the
      Trust Fund (other than cash retained to meet claims) to the Holders of the
      Class R Certificates any amounts remaining in the Trust REMICs, and each
      Trust REMIC shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each Trust REMIC, which authorization shall be binding upon all
successor Certificateholders.

            (c) [In the event the Trust Fund is to be terminated while the Swap
Agreement is still in effect, the Trustee shall promptly notify the Swap
Counterparty in writing of the date on which the Trust Fund is to be terminated
and that the notional amount of the Swap Agreement will be reduced to zero on
such date. Based on the date of termination, the Trustee shall confirm the Class
[A-2FL] Net Fixed Swap Payment, if any, calculated by the Swap Counterparty, and
prior to any final distributions to the Holders of the Class [A-2FL]
Certificates pursuant to Section 9.01, shall pay such Class [A-2FL] Net Fixed
Swap Payment, if any, to the Swap Counterparty. In the event that any fees
(including termination fees) are payable to the Swap Counterparty in connection
with such termination, such fees will be payable to the Swap Counterparty solely
from amounts remaining in the Floating Rate Account after all distributions to
the Class [A-2FL] Certificates are made pursuant to Section 9.01.]


                                     -221-
<PAGE>

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

            SECTION 10.01. Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Junior Loan Holders:

            (i) to cure any ambiguity;

            (ii) to correct, modify or supplement any provision herein which may
      be inconsistent with any other provision herein or to correct any error;

            (iii) to make any other provisions with respect to matters or
      questions arising hereunder which shall not be inconsistent with the then
      existing provisions hereof;

            (iv) as evidenced by an Opinion of Counsel delivered to the Trustee,
      the Master Servicer and the Special Servicer, to relax or eliminate (A)
      any requirement hereunder imposed by the REMIC Provisions (if the REMIC
      Provisions are amended or clarified such that any such requirement may be
      relaxed or eliminated) or (B) any transfer restriction imposed on the
      Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable
      law is amended or clarified such that any such restriction may be relaxed
      or eliminated);

            (v) as evidenced by an Opinion of Counsel delivered to the Trustee,
      either (X) to comply with any requirements imposed by the Code or any
      successor or amendatory statute or any temporary or final regulation,
      revenue ruling, revenue procedure or other written official announcement
      or interpretation relating to federal income tax laws or any such proposed
      action which, if made effective, would apply retroactively to any Trust
      REMIC or any other portion of the Trust Fund at least from the effective
      date of such amendment, or (Y) to avoid the occurrence of a prohibited
      transaction or to reduce the incidence of any tax that would arise from
      any actions taken with respect to the operation of any Trust REMIC or any
      portion of the Trust Fund that constitutes a Grantor Trust,

            (vi) subject to Section 5.02(d)(iv), to modify, add to or eliminate
      any of the provisions of Section 5.02(d)(i), (ii) or (iii);

            (vii) to avoid the downgrading, withdrawal or qualification of
      then-current rating assigned by a Rating Agency to any Class of
      Certificates; or

            (viii) to allow any Mortgage Loan Seller[s] and its Affiliates to
      obtain accounting "sale" treatment for the Loans sold by such Mortgage
      Loan Seller[s] to the Depositor under FAS 140;

            provided that no such amendment may significantly change the
activities of the Trust in a manner that would adversely affect the Trust's
status as a "qualifying special purpose entity" for purposes of FAS 140; and
provided, further, that any such amendment for the specific purposes described
in clause (iii), (iv), (vii) or (viii) above shall not adversely affect in any
material respect the interests of any Certificateholder, any Junior Loan Holder
or any third-party beneficiary to this Agreement or any provision hereof, as
evidenced by the Trustee's receipt of an Opinion of Counsel to that effect or,

                                     -222-
<PAGE>

alternatively, in the case of any particular Certificateholder, Junior Loan
Holder or third-party beneficiary, an acknowledgment to that effect from such
Person or, alternatively, in the case of a Class of Certificates rated by either
or both of the Rating Agencies, written confirmation from each applicable Rating
Agency to the effect that such amendment shall not result in the downgrading,
withdrawal or qualification of the then-current rating assigned by such Rating
Agency to such Class of Certificates; and provided, further, that with respect
to any such amendment for the specific purposes described in clause (iii) above,
the Trustee shall receive written confirmation from each applicable Rating
Agency to the effect that such amendment shall not result in a downgrade,
withdrawal or qualification of the then-current rating assigned by such Rating
Agency to any Class of Certificates.

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the Classes that are materially affected by the amendment, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received or
advanced on Loans and/or REO Properties which are required to be distributed on
any Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates or the interests of any Junior Loan Holder in a manner
other than as described in clause (i) above, without the consent of the Holders
of all Certificates of such Class or the consent of any such Junior Loan Holder,
as applicable, (iii) modify the provisions of this Section 10.01 or the
definition of "Servicing Standard," without the consent of the Holders of all
Certificates then outstanding and the consent of all the holders of Junior
Loans, (iv) significantly change the activities of the Trust, without the
consent of the Holders of Certificates entitled to not less than 66(2)/3% of all
the Voting Rights (not taking into account Certificates held by the Depositor or
any of its Affiliates or agents), or (v) adversely affect in any material
respect the interests of any third-party beneficiary to this Agreement or any
provision herein, without the consent of such third-party beneficiary.
Notwithstanding any other provision of this Agreement (except as contemplated by
clause (iv) of the prior sentence), for purposes of the giving or withholding of
consents pursuant to this Section 10.01, 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
registered in the name of any other Person.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee, the Master Servicer and the Special Servicer shall not consent to any
amendment to this Agreement unless each of them shall first have received from
the party requesting the amendment an Opinion of Counsel to the effect that
neither such amendment nor the exercise of any power granted to any party hereto
in accordance with such amendment will result in an Adverse REMIC Event with
respect to any Trust REMIC or adversely affecting the Grantor Trust as a grantor
trust or result in a tax on any such Grantor Trust.

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Trustee shall send a copy thereof to [the Swap
Counterparty,] each Certificateholder, Junior Loan Holder and Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 10.01 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, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                                     -223-
<PAGE>

            (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 10.01 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 10.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 10.01(a) or (c) shall be payable out of
the Distribution Account.

            (h) Notwithstanding anything to the contrary contained in this
Section 10.01, the parties hereto agree that (i) [this Agreement may not be
amended except upon [10] days' prior written notice to the Swap Counterparty]
and (ii) this Agreement may not be amended in any manner that is reasonably
likely to have a material adverse effect on the Junior Loan Holders [or the Swap
Counterparty] without first obtaining the written consent of those parties. The
Master Servicer may obtain and rely upon an Opinion of Counsel to the effect
that such action will not adversely affect in any material respect the interests
of the Junior Loan Holders [or the Swap Counterparty].

            SECTION 10.02. Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the 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 or, to the extent that such
recordation is for the benefit of a Junior Loan Holder, by such Junior Loan
Holder) to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders and/or one or more Junior Loan Holders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 10.03. Limitation on Rights of Certificateholders.

            (a) The death or incapacity of a 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) Except as expressly provided herein, no Certificateholder shall
have any right to vote 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 Loan,
unless with respect to any suit, action or proceeding upon or under or with

                                     -224-
<PAGE>

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 10.03(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 10.04. 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. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

            SECTION 10.05. 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, Credit
Suisse First Boston Mortgage Securities Corp., Eleven Madison Avenue, New York,
New York 10010, Attention: Edmund Taylor, with a copy to Tessa Peters, Esq.,
Compliance Department, telecopy number: (212) 325-8282; (ii) in the case of the
Underwriters and the Initial Purchasers, (A) [Credit Suisse First Boston LLC,
Eleven Madison Avenue, New York, New York 10010], Attention: [Edmund Taylor],
[with a copy to Tessa Peters, Esq., Compliance Department, telecopy number:
(212) 325-8282], (B) if sent to [Name of Underwriter/Initial Purchaser], shall
be mailed, delivered or telecopied to it at [Address of Underwriter/Initial
Purchaser], Attention: [__], telecopy No.: [____], [with a copy to [__],
telecopy number: [___]], (C) if sent to [Name of Underwriter/Initial Purchaser],
shall be mailed, delivered or telecopied to it at [Address of
Underwriter/Initial Purchaser], Attention: [___], telecopy number: [___], (D) if
sent to [Name of Underwriter/Initial Purchaser] shall be mailed, delivered or
telecopied to it at [Address of Underwriter/Initial Purchaser], Attention:
[___], Telecopy No.: [___], [with a copy to [__], Telecopy No.: [___]] and (E)
if sent to [Name of Name of Underwriter/Initial Purchaser], shall be mailed,
delivered or telecopied to it at [Address of Underwriter/Initial Purchaser],
Attention: [___], Telecopy No.: [___]; (iii) in the case of the Master Servicer,
[Name and Address], telecopy number: [__], Attention:

                                     -225-
<PAGE>

[___] [(with a copy to [___], telecopy: [___]); (iv) in the case of the Special
Servicer, [Name and Address], Attention: [___], telecopy number [___]; (v) in
the case of the Trustee and Certificate Registrar, to [____], telecopy number:
[____]; (vi) in the case of the Rating Agencies, (A) [Name and Address],
Attention: [___], telecopy number: [____] and (B) [Name and Address], Attention:
[___], telecopy number: [____]; (viii) in the case of the initial Directing
Certificateholder, [Name and Address], 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; and [(ix) in the case of the Swap
Counterparty, the address and facsimile number for notices to the Swap
Counterparty under the Swap Agreement.] 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 10.06. 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 10.07. Grant of a Security Interest.

            The Depositor and the Trustee intend that the conveyance of the
Depositor's right, title and interest in and to the Loans pursuant to this
Agreement shall constitute a sale and not a pledge of security for a loan. If
such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor and the Trustee intend 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 Loans,
all principal and interest received or receivable with respect to the 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
with respect to the Loans held from time to time in the Collection Account, the
Distribution Account and, if established, the REO Accounts, 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 Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 10.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            SECTION 10.08. 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. Each
Junior Loan Holder and each Responsible Party is an intended third-party
beneficiary in respect of the respective rights afforded it hereunder. [The Swap
Counterparty is an intended third-party beneficiary in respect of the rights
afforded it hereunder.] No other person, including, without limitation, any
Borrower, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

                                     -226-
<PAGE>

            SECTION 10.09. 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 10.10. Notices to 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 a
Responsible Officer of the Trustee has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Master Servicer or the
      Special Servicer;

            (iv) any change in the location of the Distribution Account, [the
      Excess Interest Distribution Account], the Excess Liquidation Proceeds
      Account, [the Floating Rate Account] or the Interest Reserve Account;

            (v) the repurchase of Loans by or on behalf of any Mortgage Loan
      Seller[s] pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement[s]; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Master Servicer shall use reasonable efforts promptly to
      provide notice to the [Swap Counterparty and] each Rating Agency with
      respect to each of the following of which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Collection Account.

            (c) Each of the Master Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following (to the extent
not already delivered pursuant to the terms of this Agreement):

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Loans delivered by the Master
      Servicer and Special Servicer, as the case may be, pursuant to Section
      3.12 (to the extent requested by such Rating Agency);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) each waiver and consent provided by the Master Servicer or the
      Special Servicer, as the case may be, pursuant to Section 3.08 for Loans
      representing [2]% or more of the pool balance;

                                     -227-
<PAGE>

            (v) any officers' certificates delivered by the Master Servicer or
      the Special Servicer, as the case may be, to the Trustee (to the extent
      requested by such Rating Agency);

            (vi) all rent rolls and sales reports (to the extent provided by the
      Borrowers to the Master Servicer or the Special Servicer, as the case may
      be, and requested by such Rating Agency);

            (vii) any proposed no downgrade request by the Master Servicer or
      the Special Servicer, as the case may be;

            (viii) any extension or modification of the Maturity Date of any
      Loan by the Master Servicer or the Special Servicer, as the case may be;

            (ix) any modification, waiver or amendment of any material term of
      any Loan that exceeds $[5,000,000] by the Master Servicer or the Special
      Servicer, as the case may be; and

            (x) any other document in its possession that shall be reasonably
      requested by any Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Statement to
Certificateholders.

                                     -228-
<PAGE>

                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

            SECTION 11.01. Intent of the Parties; Reasonableness.

            The parties hereto acknowledge and agree that the purpose of Article
XI of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor or the Master Servicer shall not exercise their rights to request
delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act,
the Exchange Act and the rules and regulations of the Commission thereunder. The
parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agree to
comply with requests made by the Depositor or the Master Servicer in good faith
for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with the Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates
Series 200__-__, the Master Servicer, the Special Servicer, any Primary Servicer
and the Trustee shall cooperate fully with the Depositor and the Master
Servicer, as applicable, to deliver to the Depositor or the Master Servicer, as
applicable (including any of their assignees or designees), any and all
statements, reports, certifications, records and any other information necessary
in the good faith determination of the Depositor or the Master Servicer, as
applicable, to permit the Depositor to comply with the provisions of Regulation
AB, together with such disclosures relating to the Master Servicer, the Special
Servicer, any Primary Servicer and the Trustee, as applicable, and any
Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the
Depositor or the Master Servicer, as applicable, to be necessary in order to
effect such compliance.

            SECTION 11.02. Additional Representations and Warranties of the
Company.

            (a) The Master Servicer, the Special Servicer, any Primary Servicer
and the Trustee, as applicable, shall be deemed to represent to the Depositor,
as of the date on which information is first provided by it to the Depositor
under Section 11.03 that, except as disclosed in writing to the Depositor prior
to such date: (i) the Master Servicer, the Special Servicer, any Primary
Servicer or the Trustee, as applicable, is not aware and has not received notice
that any default, early amortization or other performance triggering event has
occurred as to any other securitization due to any act or failure to act of the
Master Servicer, the Special Servicer, any Primary Servicer or the Trustee, as
applicable, other than as disclosed in the Prospectus Supplement; (ii) the
Master Servicer, the Special Servicer, any Primary Servicer or the Trustee, as
applicable, have not been terminated as servicer in a commercial mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger, other than as disclosed in the Prospectus
Supplement; (iii) no material noncompliance with the applicable servicing
criteria with respect to other securitizations of commercial mortgage loans
involving the Master Servicer, the Special Servicer, any Primary Servicer or the
Trustee, as applicable, as servicer has been disclosed or reported by the Master
Servicer, the Special Servicer, any Primary Servicer or the Trustee, as
applicable, other than as disclosed in the Prospectus Supplement; (iv) no
material changes to the Master Servicer's, the Special Servicer's, any Primary
Servicer's or the Trustee's, as applicable, policies or procedures with respect
to the servicing function it will perform under this Agreement for mortgage
loans of a type similar to the Loans have occurred during the three-year period
immediately preceding the Closing Date, other than as disclosed in the
Prospectus Supplement; (v) there are no aspects of the Master Servicer's, the
Special Servicer's, any Primary Servicer's or the Trustee's, as applicable,
financial condition that could have a material adverse effect on the performance
by the Master Servicer, the Special Servicer, any Primary Servicer or the
Trustee, as applicable,
                                     -229-
<PAGE>

of its servicing obligations under this Agreement, other than as disclosed in
the Prospectus Supplement; (vi) there are no material legal or governmental
proceedings pending (or known to be contemplated) against the Master Servicer,
the Special Servicer, any Primary Servicer, the Trustee, or any Sub-Servicer, as
applicable, other than as disclosed in the Prospectus Supplement; and (vii)
there are no affiliations, relationships or transactions relating to the Master
Servicer, the Special Servicer, any Primary Servicer, the Trustee or any
Sub-Servicer, as applicable, with respect to the issuance of the Certificates
and any party thereto identified by the Depositor of a type described in Item
1119 of Regulation AB other than as disclosed in the Prospectus Supplement.

            (b) If so requested by the Depositor on any date following the date
on which information is first provided to the Depositor or the Master Servicer,
as applicable, under Section 11.03, the Master Servicer, the Special Servicer,
any Primary Servicer and the Trustee, as the case may be, shall, within five
Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in paragraph (a) of this Section 11.02
or, if any such representation and warranty is not accurate as of the date of
such request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.

            SECTION 11.03. Information to be Provided by the Master Servicer,
the Special Servicer and each Primary Servicer.

            (a) In connection with the issuance of the Certificates, the Master
Servicer, the Special Servicer and any Primary Servicer shall (i) within five
Business Days following request by the Depositor, provide to the Depositor (or,
as applicable, cause each Sub-Servicer to provide), in writing and in form and
substance reasonably satisfactory to the Depositor, the information and
materials specified in paragraph (b) of this Section 11.03, and (ii) as promptly
as practicable following notice to or discovery by the Master Servicer, the
Special Servicer or any Primary Servicer, as the case may be, provide to the
Depositor (in writing and in form and substance reasonably satisfactory to the
Depositor) the information specified in paragraph (c) of this Section 11.03.

            (b) If so requested by the Depositor, the Master Servicer, the
Special Servicer and each Primary Servicer shall provide such information
regarding the Master Servicer, the Special Servicer and any Primary Servicer, as
the case may be, as servicer of the Loans, and each Sub-Servicer (each of the
Master Servicer, the Special Servicer, each Primary Servicer and each
Sub-Servicer, for purposes of this paragraph, a "Servicer"), as is requested for
the purpose of compliance with Items 1108 of Regulation AB. Such information
shall include, at a minimum:

            (i) the Servicer's form of organization;

            (ii) a description of how long the Servicer has been servicing
      commercial mortgage loans; a general discussion of the Servicer's
      experience in servicing assets of any type as well as a more detailed
      discussion of the Servicer's experience in, and procedures for, the
      servicing function it will perform under this Agreement; information
      regarding the size, composition and growth of the Servicer's portfolio of
      commercial mortgage loans of a type similar to the Loans and information
      on factors related to the Servicer that may be material, in the good faith
      judgment of the Depositor, to any analysis of the servicing of the Loans
      or the related asset-backed securities, as applicable, including, without
      limitation:

                  (A) whether any prior securitizations of mortgage loans of a
            type similar to the Loans involving the Servicer have defaulted or
            experienced an

                                     -230-
<PAGE>

            early amortization or other performance triggering event because of
            servicing during the three-year period immediately preceding the
            Closing Date;

                  (B) the extent of outsourcing the Servicer utilizes;

                  (C) whether there has been previous disclosure of material
            noncompliance with the applicable servicing criteria with respect to
            other securitizations of commercial mortgage loans involving the
            Servicer as a servicer during the three-year period immediately
            preceding the Closing Date;

                  (D) whether the Servicer has been terminated as servicer in a
            commercial mortgage loan securitization, either due to a servicing
            default or to application of a servicing performance test or
            trigger;

                  (E) such other information as the Depositor may reasonably
            request for the purpose of compliance with Item 1108(b)(2) of
            Regulation AB; and

                  (F) a description of any material changes during the
            three-year period immediately preceding the Closing Date to the
            Servicer's policies or procedures with respect to the servicing
            function it will perform under this Agreement for mortgage loans of
            a type similar to the Loans;

            (iii) information regarding the Servicer's financial condition, to
      the extent that there is a material risk that an adverse financial event
      or circumstance involving the Servicer could have a material adverse
      effect on the performance by the Servicer of its servicing obligations
      under this Agreement;

            (iv) information regarding advances made by the Servicer on the
      Servicer's overall servicing portfolio of commercial mortgage loans for
      the three-year period immediately preceding the Closing Date, which may be
      limited to a statement by an authorized officer of the Servicer to the
      effect that the Servicer has made all advances required to be made on
      commercial mortgage loans serviced by it during such period, or, if such
      statement would not be accurate, information regarding the percentage and
      type of advances not made as required, and the reasons for such failure to
      advance;

            (v) a description of the Servicer's processes and procedures
      designed to address any special or unique factors involved in servicing
      loans of a similar type as the Loans;

            (vi) a description of the Servicer's processes for handling
      delinquencies, losses, bankruptcies and recoveries, such as through
      liquidation of mortgaged properties, sale of defaulted mortgage loans or
      workouts; and

            (vii) information as to how the Servicer defines or determines
      delinquencies and charge-offs, including the effect of any grace period,
      re-aging, restructuring, partial payments considered current or other
      practices with respect to delinquency and loss experience.

            (c) If so requested by the Depositor for the purpose of satisfying
its reporting obligation under the Exchange Act with respect to the
Certificates, the Master Servicer, the Special Servicer, each Primary Servicer
and the Trustee shall (or shall cause each Sub-Servicer to) (i) notify the
Depositor in writing of (A) any material litigation or governmental proceedings
pending against the Master Servicer, the Special Servicer, each Primary Servicer
or the Trustee, as the case may be, or any

                                     -231-
<PAGE>

Sub-Servicer and (B) any affiliations or relationships that develop following
the Closing Date between the Master Servicer, the Special Servicer, any Primary
Servicer or the Trustee or any Sub-Servicer (and any other parties identified in
writing by the requesting party) with respect to the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates Series
200__-__, and (ii) provide to the Depositor a description of such proceedings,
affiliations or relationships.

            (d) As a condition to the succession to the Master Servicer and
Special Servicer or any Sub-Servicer as servicer or subservicer under this
Agreement by any Person (i) into which the Master Servicer and Special Servicer
or such Sub-Servicer may be merged or consolidated, or (ii) which may be
appointed as a successor to the Master Servicer and Special Servicer or any
Subservicer, the Master Servicer and Special Servicer shall provide to the
Depositor, at least [_] calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Depositor of such
succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed securities.

            SECTION 11.04. Information to be Provided by the Trustee.

            (a) In connection with the issuance of the Certificates, the Trustee
shall (i) within five Business Days following request by the Depositor, provide
to the Depositor, in writing and in form and substance reasonably satisfactory
to the Depositor, the information and materials specified in paragraph (b) of
this Section 11.04.

            (b) If so requested by the Depositor, the Trustee shall provide such
information regarding the Trustee as is requested for the purpose of compliance
with Items 1109 of Regulation AB. Such information shall include, at a minimum:

            (i) the Trustee's name and form of organization;

            (ii) a description of the extent to which the Trustee has had prior
      experience serving as a trustee for asset-backed securities transactions
      involving similar pool assets, if applicable;

            (iii) a description of the Trustee's duties and responsibilities
      regarding the Certificates under this Agreement and under applicable law.
      In addition, the Trustee shall provide a description of any actions
      required by the Trustee, including whether notices are required to Holders
      of the Certificates, the Rating Agencies or other third parties, upon an
      event of default, potential event of default (and how defined) or other
      breach of a transaction covenant and any required percentage of a Class or
      Classes of Certificates that is needed to require the Trustee to take
      action;

            (iv) a description of any limitations on the Trustee's liability
      under this Agreement regarding the Certificates and the Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates Series 200__-__;

            (v) a description of any indemnification provisions that entitle the
      Trustee to be indemnified from the cash flow that otherwise would be used
      to pay the asset-backed securities; and

                                     -232-
<PAGE>

            (vi) a description of any contractual provisions or understandings
      regarding the Trustee's removal, replacement or resignation, as well as
      how the expenses associated with changing from one trustee to another
      trustee will be paid.

            SECTION 11.05. Filing Obligations.

            The Master Servicer, the Special Servicer and the Trustee shall
reasonably cooperate with the Depositor in connection with the satisfaction of
the Trust's reporting requirements under the Exchange Act.

            SECTION 11.06. Form 10-D Filings.

            Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Forms 10-D required by the Exchange Act and the rules and
regulations of the Commission thereunder, in form and substance as required by
the Exchange Act and such rules and regulations. A duly authorized
representative of the Master Servicer shall sign the Forms 10-D filed on behalf
of the Trust. The Trustee shall file each Form 10-D with a copy of the related
Exchange Act Report attached thereto. If the Master Servicer directs that any
other information is to be filed with any Form 10-D, such information shall be
delivered to the Trustee in EDGAR-compatible form or as otherwise agreed upon by
the Trustee and the Master Servicer, at the Depositor's expense, and any
necessary conversion to EDGAR-compatible format will be at the Depositor's
expense.

            SECTION 11.07. Form 10-K Filings.

            Prior to March 30th of each year, commencing in [__] (or such
earlier date as may be required by the Exchange Act and the rules and
regulations of the Commission), the Trustee shall prepare and file on behalf of
the Trust a Form 10-K, in form and substance as required by the Exchange Act and
the rules and regulations of the Commission. A senior officer in charge of the
servicing function of the Master Servicer shall sign each Form 10-K filed on
behalf of the Trust. Such Form 10-K shall include as exhibits each (i) annual
compliance statement described under Sections 11.11, (ii) annual reports on
assessments of compliance with servicing criteria described under Section 11.12
and (iii) accountant's report described under Section 11.12, in each case to the
extent they have been timely delivered to the Trustee preparing and filing the
Form 10-K. If they are not so timely delivered, the Trustee shall file an
amended Form 10-K including such documents as exhibits reasonably promptly after
they are delivered to the Trustee. Such Form 10-K shall include, without
limitation, (i) if any Reporting Servicer's report on assessment of compliance
with servicing criteria described under Section 11.12 or related registered
public accounting firm attestation report described under Section 11.13
identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance and (ii) if any Reporting Servicer's report on
assessment of compliance with servicing criteria or related registered public
accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an associated explanation.
The Master Servicer or Special Servicer shall, if it is the applicable Reporting
Servicer, provide or cause to be provided, and shall cause each other Reporting
Servicer with which it has entered into a servicing relationship with respect to
the Loans to provide or cause to be provided, the disclosure and explanation
required by the preceding sentence no later than March 15 of each year in which
a Form 10-K is required to be filed on behalf of the Trust. Each Form 10-K shall
also include any Sarbanes-Oxley Certification required to be included therewith,
as described in Section 11.04. Neither the Trustee nor the Master Servicer shall
have any liability with respect to any failure to properly prepare, execute or
file such periodic reports resulting from the Master Servicer's or the Trustee's
inability or failure to obtain any information not resulting from its own
negligence, bad faith or willful misconduct. Prior to March 15 of each year in
which the Trustee is required to file a Form 10-

                                     -233-
<PAGE>

K, the Trustee shall provide the Depositor with a copy of the Form 10-K that it
expects to file pursuant to this Section 11.03.

            SECTION 11.08. Sarbanes-Oxley Certification.

            Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required to be included therewith pursuant to the Sarbanes-Oxley
Act of 2002 and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff) and
a copy of such Sarbanes-Oxley Certification shall be provided to the Rating
Agencies. The Master Servicer and the Special Servicer shall, and the Master
Servicer shall cause each Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Loans to, provide to
the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person")
a certification (each, a "Performance Certification"), in the form attached
hereto as Exhibit L, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity's officers, directors and Affiliates (collectively
with the Certifying Person, "Certification Parties") can reasonably rely. The
senior officer in charge of the servicing function of the Master Servicer shall
serve as the Certifying Person on behalf of the Trust. In addition, each
Reporting Servicer shall execute a reasonable reliance certificate to enable the
Certification Parties to rely upon each (i) annual compliance statement provided
pursuant to Section 11.11, (ii) annual report on assessments of compliance with
servicing criteria provided pursuant to Section 11.12 and (iii) accountant's
report provided pursuant to Section 11.13, and shall include a certification
that each such annual compliance statement or report discloses any deficiencies
or defaults described to the registered public accountants of such Reporting
Servicer to enable such accountants to render the certificates provided for in
Section 11.13. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to the Certifying Person pursuant to this
Section 11.08 with respect to the period of time it was subject to this
Agreement or the applicable sub-servicing or primary servicing agreement, as the
case may be.

            SECTION 11.09. Form 8-K Filings.

            Within four (4) Business Days after the occurrence of an event
requiring disclosure under Form 8-K (each a "Reportable Event"), the Trustee
shall prepare and file on behalf of the Trust any Forms 8-K as required by the
Exchange Act and the rules and regulations of the Commission thereunder,
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. Each Form 8-K must be signed by an authorized
representative of the Master Servicer. The Trustee shall file each Form 8-K with
a copy of any applicable exhibits required to filed in connection with such Form
8-K. If the Depositor directs that any other information is to be filed with any
Form 8-K, such information shall be delivered to the Trustee in EDGAR-compatible
form or as otherwise agreed upon by the Trustee and the Depositor, at the
Depositor's expense, and any necessary conversion to EDGAR-compatible format
will be at the Depositor's expense. The Master Servicer, the Special Servicer
and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer shall cause each Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Loans to promptly
notify) the Depositor and the Trustee, but in no event later than one (1)
Business Day after its occurrence, of any Reportable Event of which it has
knowledge.

            SECTION 11.10. Form 15 Filing.

            Prior to January 30 of the first year in which the Trustee is able
to do so under applicable law, the Trustee shall file a Form 15 relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act.

                                     -234-
<PAGE>

            SECTION 11.11. Annual Compliance Statements.

            The Master Servicer and the Special Servicer shall, and the Master
Servicer and Special Servicer shall cause each Additional Servicer with which it
has entered into a servicing relationship with respect to the Loans to, deliver
to the Depositor and the Trustee on or before March 15 of each year (or March 14
if a leap year), commencing in March [__], an Officer's Certificate stating, as
to the signer thereof, that (A) a review of such Certifying Servicer's
activities during the preceding calendar year or portion thereof and of such
Certifying Servicer's performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, has been made under such officer's supervision and (B) to
the best of such officer's knowledge, based on such review, such Certifying
Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof. The Master Servicer and the Special Servicer shall,
and the Master Servicer and the Special Servicer shall cause each Additional
Servicer with which it has entered into a servicing relationship with respect to
the Loans to, forward a copy of each such statement to the Rating Agencies and
the Directing Certificateholder. Promptly after receipt of each such Officer's
Certificate, the Depositor shall review such Officer's Certificate and, if
applicable, consult with the Master Servicer or the Special Servicer, as
applicable, as to the nature of any failures by the Master Servicer or the
Special Servicer, respectively, or any related Additional Servicer with which
the Master Servicer or the Special Servicer, as applicable, has entered into a
servicing relationship with respect to the Mortgage Loans in the fulfillment of
any of the Master Servicer's, Special Servicer's or Additional Servicer's
obligations hereunder or under the applicable sub-servicing or primary servicing
agreement.

            SECTION 11.12. Annual Reports on Assessment of Compliance with
Servicing Criteria.

            On or before noon (Eastern Time) on March 15 of each year (or March
14 if a leap year), commencing in March [___], the Master Servicer, the Special
Servicer and the Trustee, each at its own expense, shall furnish, and the Master
Servicer and Special Servicer shall cause each Servicing Function Participant
with which it has entered into a servicing relationship with respect to the
Loans to furnish, to the Trustee and the Depositor, with a copy to the Rating
Agencies and the Directing Certificateholder, a report on an assessment of
compliance with the Servicing Criteria that contains (A) a statement by such
Reporting Servicer of its responsibility for assessing compliance with the
Servicing Criteria applicable to it, (B) a statement that such Reporting
Servicer used the Servicing Criteria to assess compliance with the applicable
Servicing Criteria, (C) such Reporting Servicer's assessment of compliance with
the applicable Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section
11.06, including, if there has been any material instance of noncompliance with
the applicable Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such Reporting Servicer's
assessment of compliance with the applicable Servicing Criteria as of and for
such period. Promptly after receipt of each such report, the Depositor shall
review each such report and, if applicable, consult with the Master Servicer and
the Special Servicer as to the nature of any material instance of noncompliance
with the applicable Servicing Criteria by the Master Servicer, the Special
Servicer or any Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Loans. Neither the Master Servicer
nor the Special Servicer shall be required to cause the delivery of any such
statements until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Report on Form 10-K is not required to be
filed in respect of the Trust for the preceding calendar year.

                                     -235-
<PAGE>

            SECTION 11.13. Annual Independent Public Accountants' Servicing
Report.

            On or before noon (Eastern Time) on March 15 of each year (or March
14 if a leap year), commencing in March [__], the Master Servicer, the Special
Servicer and the Trustee, each at its own expense, shall cause, and the Master
Servicer and the Special Servicer shall cause each Servicing Function
Participant with which it has entered into a servicing relationship with respect
to the Loans to cause, a registered public accounting firm (which may also
render other services to the Master Servicer, the Special Servicer or the
applicable Servicing Function Participant, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a
report to the Trustee and the Depositor, with a copy to the Rating Agencies and
the Directing Certificateholder, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied
with the Servicing Criteria and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or
adopted by the PCAOB, it is expressing an opinion as to whether such Reporting
Servicer's compliance with the Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
Reporting Servicer's assessment of compliance with the Servicing Criteria. In
the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language. Promptly after receipt of such report from the Master
Servicer, the Special Servicer or any Servicing Function Participant, the
Depositor shall review the report and, if applicable, consult with the Master
Servicer or the Special Servicer as to the nature of any defaults by the Master
Servicer, the Special Servicer or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Loans, as the
case may be, in the fulfillment of any of the Master Servicer's, the Special
Servicer's or the applicable Servicing Function Participants' obligations
hereunder or under the applicable sub-servicing or primary servicing agreement.
The Master Servicer and the Special Servicer shall not be required to cause the
delivery of such reports until April 15 in any given year so long as it has
received written confirmation from the Depositor that a Report on Form 10-K is
not required to be filed in respect of the Trust for the preceding calendar
year.

            SECTION 11.14. Exchange Act Reporting Indemnification.

            Each of the Master Servicer and the Special Servicer shall indemnify
and hold harmless each Certification Party from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such Certification Party
arising out of (i) an actual breach by the Master Servicer or the Special
Servicer, as the case may be, of its obligations under this Article XI or (ii)
negligence, bad faith or willful misconduct on the part of the Master Servicer
or Special Servicer in the performance of such obligations. The Master Servicer
and the Special Servicer shall cause each Additional Servicer and each Servicing
Function Participant with which it has entered into a servicing relationship
with respect to the Loans to indemnify and hold harmless each Certification
Party from and against any losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) a breach of its
obligations to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the
applicable sub-servicing or primary servicing agreement or (ii) negligence, bad
faith or willful misconduct its part in the performance of such obligations. If
the indemnification provided for herein is unavailable or insufficient to hold
harmless any Certification Party, then the Master Servicer, Special Servicer,
Additional Servicer or other Servicing Function Participant (the "Performing
Party") shall contribute to the amount paid or payable to the Certification
Party as a result of the losses, claims, damages or liabilities of the
Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the
other in connection with a breach of the Performing Party's obligations pursuant
to Section 11.08, 11.11, 11.12 or 11.13 (or breach of its obligations under the
applicable sub-servicing or

                                     -236-
<PAGE>

primary servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the
Performing party's negligence, bad faith or willful misconduct in connection
therewith. The Master Servicer and Special Servicer shall cause each Additional
Servicer or Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Loans to agree to the foregoing
indemnification and contribution obligations.

            SECTION 11.15. Amendments.

            Nothing contained in this Article XIII shall be construed to require
any party to this Agreement other than the Master Servicer, or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement other than the Master Servicer, or
any of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley
Certification shall not be regarded as a breach by such party of any of its
obligations under this Agreement. This Article XI may be amended by the parties
hereto pursuant to Section 10.01 for purposes of complying with the
Sarbanes-Oxley Act of 2002 or for purposes of designating the Certifying Person
without any Opinions of Counsel, Officer's Certificates, Rating Agency
Confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement.

                                     -237-
<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.

                                 CREDIT SUISSE FIRST BOSTON MORTGAGE
                                 SECURITIES CORP.
                                 Depositor

                                 By:
                                    ----------------------------------------
                                 Name:
                                 Title:

                                 [_____________________]
                                 Master Servicer

                                 By:
                                    ----------------------------------------
                                 Name:
                                 Title:

                                 [_____________________]
                                 Special Servicer

                                 By:
                                    ----------------------------------------
                                 Name:
                                 Title:

                                 [_____________________]
                                 Trustee

                                 By:
                                    ----------------------------------------
                                 Name:
                                 Title:

<PAGE>

STATE OF NEW YORK                )
                                 )  ss.:
COUNTY OF NEW YORK               )

            On the _____ day of [_____________], before me, a notary public in
and for said State, personally appeared ______________________________________,
known to me to be a __________________________ of CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity 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

<PAGE>

STATE OF                         )
                                 )  ss.:
COUNTY OF                        )

            On the _____ day of [_________________], before me, a notary public
in and for said State, personally appeared _________________________________,
known to me to be a _________________________ of
[______________________________], one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said entity, and acknowledged to me that such entity 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

<PAGE>

STATE OF                         )
                                 )  ss.:
COUNTY OF                        )

            On the _____ day of [________________], before me, a notary public
in and for said State, personally appeared _________________________________,
known to me to be a _________________________ of
[______________________________], one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said entity, and acknowledged to me that such entity 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

<PAGE>

STATE OF                         )
                                 )  ss.:
COUNTY OF                        )

            On the _____ day of[_____________________], before me, a notary
public in and for said State, personally appeared
_________________________________, known to me to be a _________________________
of [______________________________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity 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

<PAGE>

                                   EXHIBIT A-1

  FORM OF CLASS [A-1], [A-2] FX, CLASS [A-1-A], CLASS [B], CLASS [C], CLASS [D]
                           AND CLASS [E] CERTIFICATES

                   CLASS [A-1] [A-2FX] [A-1-A] [B] [C] [D] [E]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-__

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: [____% per annum]    Class Principal Balance of the Class
[Variable]                              [A-1] [A-2FX] [A-1-A] [B] [C] [D] [E]
                                        Certificates as of the Closing Date:
                                        $_________________

Closing Date:  [___]                    Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:

First Distribution Date:  [__]          $_________________

Master Servicer:                        Aggregate Stated Principal Balance of
[___]                                   the Mortgage Loans as of the Closing
                                        Date ("Initial Pool Balance"):  $[__]

Special Servicer:                       Trustee:
[___]                                   [___]

Certificate No. [A-1] [A-2FX] [A-1-A]   CUSIP No.:  _____________
[B][C] [D] [E]-___                      Common Code:  _____________
                                        ISIN No.:  _____________


                                     A-1-1
<PAGE>

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [____________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

[FOR CLASS B, CLASS C CLASS D AND CLASS E CERTIFICATES: THIS CERTIFICATE IS
SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [A-1]
[A-2FX] [A-1-A] [B] [C] [D] [E] Certificates (their "Class Principal Balance")
as of the Closing Date) in that certain beneficial ownership interest in the
Trust Fund evidenced by all the Class

                                     A-1-2
<PAGE>

[A-1] [A-2FX] [A-1-A] [B] [C] [D] [E] Certificates. The Trust Fund was created
and the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as of [____] (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [_____], as master servicer (in such
capacity, the "Master Servicer", which term includes any successor entity or
entities under the Agreement), [_____], as special servicer (in such capacity,
the "Special Servicer", which term includes any successor entity or entities
under the Agreement) and [_____], as trustee (the "Trustee", which term includes
any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-1] [A-2FX] [A-1-A] [B] [C] [D] [E] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
later than the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Collateral Support Deficit previously allocated to this Certificate) will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                     A-1-3
<PAGE>

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) 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, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole

                                     A-1-4
<PAGE>

Certificateholder of its Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iv) the Distribution Date in [______].
Section 9.01 of the Agreement permits, but does not require, certain specified
Persons to purchase from the Trust Fund all the Mortgage Loans and each REO
Property remaining therein. The exercise of such right to purchase may effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

                                     A-1-5
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                   [________]
                                   as Trustee


                                    By:  ____________________________________
                                            Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-1] [A-2FX] [A-1-A] [B] [C] [D] [E]
Certificates referred to in the within-mentioned Agreement.

Dated:


                                   [________]
                                   as Certificate Registrar


                                   By:  ____________________________________
                                        Authorized Representative

                                     A-1-6
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
_______________________ for the account of ____________________________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to _____
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________
_______________________________, the Assignee named above, or _________________
___________________________________________________________, as its agent.


                                     A-1-7
<PAGE>

                                 [EXHIBIT A-1-A]

                       FORM OF CLASS [A-2FL] CERTIFICATES

                                  CLASS [A-2FL]
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-__

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: [____% per annum]  Class Principal Balance of the Class
[Variable]                            [A-2FL] Certificates as of the Closing
                                      Date:
                                      $_________________

Closing Date:  [____]                 Initial Certificate Principal Balance of
                                      this Certificate as of the Closing Date:
First Distribution Date:  [_____]     $_________________

Master Servicer:                      Aggregate Stated Principal Balance of
[____]                                the Mortgage Loans as of the Closing
                                      Date ("Initial Pool Balance"):  $ [____]

Special Servicer:                     Trustee:
[_____]                               [_____]

Certificate No. A-[2FL]-___           CUSIP No.:  _____________
                                      Common Code:  _____________
                                      ISIN No.:  _____________


                                    [A-1-A-1]
<PAGE>

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [______________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A BENEFICIAL
OWNERSHIP INTEREST IN THE PORTION OF THE TRUST FUND CONSISTING OF THE CLASS
[A-2FL] REMIC II REGULAR INTEREST, THE SWAP AGREEMENT AND THE FLOATING RATE
ACCOUNT, THE CORRESPONDING CLASS [A-2FL] REMIC II REGULAR INTEREST REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

[FOR CLASS [B], CLASS [C], CLASS [D] AND CLASS [E] CERTIFICATES: THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME
SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

THE OUTSTANDING  CERTIFICATE  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its

                                    [A-1-A-2]
<PAGE>

"Certificate Principal Balance") as of the Closing Date by the aggregate
principal amount of all the Class [A-2FL] Certificates (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership interest
in the Trust Fund evidenced by all the Class [A-2FL] Certificates. The Trust
Fund was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of [______] (the "Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor", which
term includes any successor entity under the Agreement), [______], as master
servicer (in such capacity, the "Master Servicer", which term includes any
successor entity or entities under the Agreement), [______] as special servicer
(in such capacity, the "Special Servicer", which term includes any successor
entity or entities under the Agreement) and [______] as trustee (the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned thereto in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-2FL] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any
Collateral Support Deficit previously allocated to this Certificate) will be
made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                    [A-1-A-3]
<PAGE>

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) 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, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole

                                    [A-1-A-4]
<PAGE>

Certificateholder of its Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iv) the Distribution Date in [______].
Section 9.01 of the Agreement permits, but does not require, certain specified
Persons to purchase from the Trust Fund all the Mortgage Loans and each REO
Property remaining therein. The exercise of such right to purchase may effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

                                    [A-1-A-5]
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                   [______________]
                                   as Trustee


                                    By:  ____________________________________
                                            Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-2FL] Certificates referred to in the
within-mentioned Agreement.

Dated:


                                   [_____________]
                                    as Certificate Registrar


                                    By:  ____________________________________
                                            Authorized Representative



                                    [A-1-A-6]
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
_______________________ for the account of ____________________________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to _____
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________
_______________________________, the Assignee named above, or _________________
___________________________________________________________, as its agent.


                                    [A-1-A-7]
<PAGE>

                                   EXHIBIT A-2

                FORM OF CLASS [A-X] AND CLASS [A-SP] CERTIFICATES

        CLASS [A-X] [A-SP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-___

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate:  [Variable]          Class Notional Amount of the Class [A-X]
                                        [A-SP] Certificates as of the Closing
                                        Date:
                                        $________________

Closing Date:  [____]                   Initial Certificate Notional Amount of
                                        this Certificate as of the Closing Date:
First Distribution Date:  [____]        $________________

Master Servicer:                        Aggregate Stated Principal Balance of
[____]                                  the Mortgage Loans as of the Closing
                                        Date ("Initial Pool Balance"): $ [____]

Special Servicer:                       Trustee:
[____]                                  [____]

Certificate No. [A-X] [A-SP]-___        CUSIP No.:  _____________
                                        Common Code:  _____________
                                        ISIN No.:  _____________


                                     A-2-1
<PAGE>

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [________________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

                                     A-2-2
<PAGE>

[PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF
THE OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE
OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

            This certifies that [___________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional amount of all the Class [A-X] [A-SP]
Certificates (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [A-X] [A-SP] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of [____]
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor", which term includes any successor entity under
the Agreement), [____] as master servicer (in such capacity, the "Master
Servicer", which term includes any successor entity or entities under the
Agreement), [____] as special servicer (in such capacity, the "Special
Servicer", which term includes any successor entity or entities under the
Agreement), and [____] as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-X] [A-SP] Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on this Certificate
will be made by the Trustee by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account (or from any other account established
under the Agreement) may be

                                     A-2-3
<PAGE>

made from time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, any
Master Servicer, any Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are

                                     A-2-4
<PAGE>

required under the applicable procedures of DTC, Clearstream and/or Euroclear to
direct the Trustee to debit the account of a Depository Participant by a
denomination of interests in this Rule 144A Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in such Class to be transferred. Upon delivery to the Trustee of such
certifications and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of DTC, shall reduce the denomination
of this Rule 144A Global Certificate, and increase the denomination of the
related Regulation S Global Certificate, by the denomination of the beneficial
interest in the subject Class specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Rule 144A Global Certificate for the same Class as this
Regulation S Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depository Participant by a denomination of interests
in this Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Global
Certificate. Upon delivery to the Certificate Registrar of the certifications
and/or opinions contemplated above with respect to transfers of

                                     A-2-5
<PAGE>

this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

            The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [A-X] [A-SP] Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of this Certificate or any
interest herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Initial
Purchaser, the Depositor, the Trustee, the Master Servicer, the Special 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 or the provisions described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, any Exemption-Favored Party, any Master Servicer, any Special Servicer,
any Primary Servicer, any Sub-Servicer or any Borrower with respect to Mortgage
Loans constituting more than 5% of the aggregate unamortized principal of all
the Mortgage Loans determined as of the Closing Date, or by an Affiliate of any
such Person, and (Z) agrees that it will obtain from each of its Transferees a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written

                                     A-2-6
<PAGE>

representation regarding satisfaction of the requirements of the immediately
preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee (or, if applicable, the Certificate Owner effecting the transfer)
that such transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account as described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            [Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.]

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) 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, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does

                                     A-2-7
<PAGE>

not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-2-8

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                   [___________]
                                   as Trustee


                                   By:
                                      -------------------------------------
                                        Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-X] [A-SP] Certificates referred to in
the within-mentioned Agreement.

Dated:


                                    [_____________]
                                    as Certificate Registrar


                                       By:
                                          -------------------------------------
                                            Authorized Representative


                                     A-2-9
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
_______________________ for the account of ____________________________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to _____
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________
_______________________________, the Assignee named above, or _________________
___________________________________________________________, as its agent.


                                     A-2-10
<PAGE>

                                   EXHIBIT A-3

    FORM OF CLASS [F], CLASS [G], CLASS [H], CLASS [J], CLASS [K], CLASS [L],
                      CLASS [M] and CLASS [N] CERTIFICATES

     CLASS [F] [G] [H] [J] [K] [L] [M] [N] COMMERCIAL MORTGAGE PASS-THROUGH
                                  CERTIFICATE,
                                 SERIES 200_-__

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate:                      Variable Class Principal Balance of the
                                        Class [F] [G] [H] [J] [K] [L] [M] [N]
                                        Certificates as of the Closing Date:
                                        $_________________

Closing Date:  [___________]            Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:

First Distribution Date:  [___________] $_________________

Master Servicer:                        Aggregate Stated Principal Balance of
[___________]                           the Mortgage Loans as of the Closing
                                        Date: ("Initial Pool Balance"):
                                        $[___________]

Special Servicer:                       Trustee:
[___________]                           [_____________]

Certificate No.  [F] [G] [H] [J] [K]    CUSIP No.:  _____________
[L] [M] [N] -___                        Common Code:  _____________
                                        ISIN No.:  _____________


                                     A-3-1
<PAGE>

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [___________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

                                     A-3-2
<PAGE>

THE OUTSTANDING  CERTIFICATE  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF
THE OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE
OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [F] [G] [H]
[J] [K] [L] [M] [N] Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Class [F] [G] [H] [J] [K] [L] [M] [N] Certificates. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of [________] (the "Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor",
which term includes any successor entity under the Agreement), [________], as
master servicer (in such capacity, the "Master Servicer", which term includes
any successor entity or entities under the Agreement), [________], as special
servicer (in such capacity, the "Special Servicer", which term includes any
successor entity or entities under the Agreement), and [________], as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [F] [G] [H] [J] [K] [L] [M] [N] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
later than the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Collateral Support Deficit previously allocated to this Certificate) will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

                                     A-3-3
<PAGE>

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, any
Master Servicer, any Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

                                     A-3-4
<PAGE>


            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in this Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Trustee of such certifications and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of DTC, shall reduce the denomination of this Rule 144A Global
Certificate, and increase the denomination of the related Regulation S Global
Certificate, by the denomination of the beneficial interest in the subject Class
specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Rule 144A Global Certificate for the same Class as this
Regulation S Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depository Participant by a denomination of interests
in this Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a

                                     A-3-5
<PAGE>

Qualified Institutional Buyer) that takes delivery in the form of a Definitive
Certificate of the same Class as such Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated above with respect to transfers of this Certificate in
definitive form and (ii) such written orders and instructions as are required
under the applicable procedures of DTC, Clearstream and/or Euroclear to direct
the Trustee to debit the account of a Depository Participant by a denomination
of interests in such Global Certificate. Upon delivery to the Certificate
Registrar of the certifications and/or opinions contemplated above with respect
to transfers of this Certificate in definitive form, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Global Certificate, and cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.

            The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [F] [G] [H] [J] [K] [L] [M] [N]
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of this
Certificate or any interest herein without registration or qualification. Any
Certificateholder or Certificate Owner desiring to effect a transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Initial Purchaser, the Trustee, the Master Servicer, the
Special 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 or the provisions described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, any Exemption-Favored Party, any Master Servicer, any

                                     A-3-6
<PAGE>

Special Servicer, any Primary Servicer, any Sub-Servicer, or any Borrower with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal of all the Mortgage Loans determined as of the Closing Date, or by an
Affiliate of any such Person, and (Z) agrees that it will obtain from each of
its Transferees a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
(or, if applicable, the Certificate Owner effecting the transfer) that such
transfer will not result in a violation of Section 406 or 407 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining

                                     A-3-7
<PAGE>

in the Trust Fund, (ii) the purchase by one or more of the Persons identified in
Section 9.01 of the Agreement at a price determined as provided in Section 9.01
of the Agreement, of all the Mortgage Loans and each REO Property remaining in
the Trust Fund, (iii) the exchange by the Sole Certificateholder of its
Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund and (iv) the Distribution Date in [______]. Section 9.01 of the
Agreement permits, but does not require, certain specified Persons to purchase
from the Trust Fund all the Mortgage Loans and each REO Property remaining
therein. The exercise of such right to purchase may effect early retirement of
the Certificates; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Pool at the time of purchase being less
than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer, the Special Servicer and the Trustee with the consent of the
Holders of Certificates entitled to not less than 51% of the Voting Rights
allocated to all of the Classes materially affected by the amendment (subject to
certain third-party beneficiary consent rights). Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of any Trust REMIC as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-3-8
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                   [____________]
                                   as Trustee


                                   By:
                                       -------------------------------------
                                        Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [F] [G] [H] [J] [K] [L] [M] [N]
Certificates referred to in the within-mentioned Agreement.

Dated:


                                    [____________]
                                    as Certificate Registrar


                                    By:
                                        -------------------------------------
                                         Authorized Representative


                                     A-3-9
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
_______________________ for the account of ____________________________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to _____
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________
_______________________________, the Assignee named above, or _________________
___________________________________________________________, as its agent.


                                     A-3-10
<PAGE>

                                   EXHIBIT A-4

                           FORM OF CLASS V CERTIFICATE

              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-__

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date: [______]                 Percentage Interest evidenced by this
                                       Certificate in the related Class: _____%

First Distribution Date:  [______]

Master Servicer:                       Aggregate Stated Principal Balance of
[______]                               the Mortgage Loans as of the Closing
                                       Date ("Initial Pool Balance"):   $
                                       [______]

Special Servicer:                      Trustee:
[______]                               [______]

Certificate No. V-___                  CUSIP No.:  ______________________


                                     A-4-1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [______] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS IN THE TRUST FUND, SUBJECT TO THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

            This certifies that __________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class V Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of [______] (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), [______], as master servicer (in such capacity, the "Master
Servicer", which term includes any successor entity or entities under the
Agreement), [______] as special servicer (in such capacity, the "Special
Servicer", which term includes any successor entity or entities under the
Agreement), and [______], as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

                                     A-4-2
<PAGE>

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class V Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, any
Master Servicer, any Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such

                                     A-4-4
<PAGE>

Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse First Boston LLC, the
Trustee, the Master Servicer, the Special Servicer and the Certificate Registrar
against any liability that may result if such transfer, sale, pledge or other
disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered

                                     A-4-4
<PAGE>

as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) 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, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does
not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

                                     A-4-5
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    [_____________]
                                    as Trustee


                                    By:
                                       -----------------------------------------
                                    Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:


                                   [_____________]
                                    as Certificate Registrar


                                   By:
                                      ------------------------------------------
                                      Authorized Representative

                                     A-4-6
<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
_______________________ for the account of ____________________________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to _____
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________
_______________________________, the Assignee named above, or _________________
___________________________________________________________, as its agent.


                                     A-4-7
<PAGE>
                                   EXHIBIT A-5

                           FORM OF CLASS R CERTIFICATE

              CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200__-___

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date: [_________]               Percentage Interest evidenced by this
                                        Certificate in the related Class: _____%

First Distribution Date: [_________]

Master Servicer:                        Aggregate Stated Principal Balance of
[_________]                             the Mortgage Loans as of the Closing
                                        Date ("Initial Pool Balance"):
                                        $[_________]

Special Servicer:                       Trustee:
[_________]                             [_________]

Certificate No. R-___                   CUSIP No.:  __________________


                                     A-5-1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [_________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN EACH OF TWO "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH, A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

            This certifies that __________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in

                                     A-5-2
<PAGE>

the Trust Fund evidenced by all the Class R Certificates. The Trust Fund was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of [_________] (the "Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp., as depositor (the "Depositor", which term
includes any successor entity under the Agreement), [_________], as Master
Servicer (in such capacity, the "Master Servicer", which term includes any
successor entity or entities under the Agreement), [_________], as special
servicer (in such capacity, the "Special Servicer", which term includes any
successor entity or entities under the Agreement), and [_________], as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class R Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise

                                     A-5-3
<PAGE>

made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, any
Master Servicer, any Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse First Boston LLC, the
Trustee, the Master Servicer, the Special Servicer and the Certificate Registrar
against any liability that may result if such transfer, sale, pledge or other
disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee (i) to deliver payments to a Person other
than such Person and (ii) to negotiate the terms of any mandatory disposition,
to execute all instruments of Transfer and to do all other things necessary in
connection with any such disposition. Each Person holding or acquiring any
Ownership Interest in this Certificate must be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of

                                     A-5-4
<PAGE>

any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit H-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, representing and warranting, among other things,
that such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible
Officer of either the Certificate Registrar or Trustee has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in this Certificate to such proposed Transferee shall be
effected. In connection therewith, the Certificate Registrar shall not register
the transfer of an Ownership Interest in this Certificate to any entity
classified as a partnership under the Code unless at the time of transfer, all
of its beneficial owners are United States Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee written notice that
it is a "pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written confirmation from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Trustee, to the effect that such modification of, addition to or
elimination of such provisions will not cause any Trust REMIC to cease to
qualify as a REMIC or be subject to an entity-level tax caused by the Transfer
of a Class R Certificate to a Person that is not a Permitted Transferee, or
cause a Person other than the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Non-United States Tax Person or a foreign permanent
establishment or fixed base (each within the meaning of the applicable income
tax treaty) of a United States Tax Person (as defined below). In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a Permitted Transferee if, among other things, all of its beneficial
owners are United States Tax Persons.

            A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof 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, except for FHLMC,
a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government,

                                     A-5-5
<PAGE>

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 (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by a Master Servicer or the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a Class
R Certificate by such Person may cause any Trust 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 Class R Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special

                                     A-5-6
<PAGE>

Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) 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, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [_________]. Section 9.01 of the Agreement permits, but
does not require, certain specified Persons to purchase from the Trust Fund all
the Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

                                     A-5-7
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                       [____________]
                                       as Trustee


                                       By:
                                          --------------------------------------
                                          Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated:


                                       [____________]
                                       as Certificate Registrar


                                       By:
                                          --------------------------------------
                                          Authorized Representative


                                     A-5-8
<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
_______________________ for the account of ____________________________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to _____
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________
_______________________________, the Assignee named above, or _________________
___________________________________________________________, as its agent.


                                     A-5-9
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                                                     SCHEDULE II

<TABLE>
<CAPTION>
                                                                                                        Net
Loan                                                                                      Mortgage   Mortgage  Original
Number        Property Name                 Address               City      State   ZIP    Rate        Rate     Balance
--------------------------------------------------------------------------------------------------------------------------
<S>           <C>                           <C>                   <C>       <C>    <C>    <C>          <C>      <C>


</TABLE>


                                       B-1
<PAGE>

                                   EXHIBIT C-1

                       LIST OF ADDITIONAL COLLATERAL LOANS

<TABLE>
<CAPTION>
Number Crossed  Property Name            Address         City       County   State  ZIP
<S>             <C>                      <C>             <C>        <C>      <C>    <C>

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
</TABLE>


                                     C-1-1
<PAGE>

                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS

<TABLE>
<CAPTION>
Number Crossed  Property Name            Address         City       County   State  ZIP
<S>             <C>                      <C>             <C>        <C>      <C>    <C>

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                    EXHIBIT D

                           FORM OF REQUEST FOR RELEASE

                                     [DATE]


[Name and Address of Trustee]
Attention: [_________]


Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Attention:  Principal Transactions Group


      Credit Suisse First Boston Mortgage Securities Corp.
            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 [______] (the "Pooling and Servicing Agreement"), by and among Credit
Suisse First Boston Mortgage Securities Corp., as Depositor, [______], as master
servicer, and [______] as Special Servicer, and you, as Trustee, the undersigned
[Master] [Special] Servicer 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 Loan for the reason indicated below.


      Mortgagor's Name:

      Property Address:

      Loan No.:

      If only particular documents in the Mortgage File are requested, please
specify which:

      Reason for requesting Mortgage File (or portion thereof):


      _____1. Loan paid in full. The undersigned [Master] [Special] Servicer
      hereby certifies that all amounts received in connection with the Loan
      have been or will be credited to the applicable Collection Account
      pursuant to the Pooling and Servicing Agreement.


      _____2. The Loan is being foreclosed.


      _____3.     Other.  (Describe)


                                       D-1
<PAGE>

      The undersigned [Master] [Special] Servicer acknowledges that the above
Mortgage File (or requested portion thereof) will be held by it in accordance
with the provisions of the Pooling and Servicing Agreement and will be returned
to you or your designee within ten days of our receipt thereof, unless the 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 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.


                                    [Master Servicer]


                                    [Special Servicer]



                                     By:______________________________________
                                     Name:
                                     Title:


                                     D-2
<PAGE>

                                    EXHIBIT E

                         FORM OF AFFIDAVIT OF LOST NOTE


STATE OF                )
                        )  ss.:
COUNTY OF               )


      ________________________________________, being duly sworn, deposes and
says:


      1. that he/she is an authorized signatory of _________________________
(the "Noteholder");


      2. that the Noteholder is the owner and holder of a mortgage loan in the
original principal amount of $____________________ secured by a mortgage (the
"Mortgage") on the premises known as __________________________, located in
____________________;


      3. that the Noteholder, after having conducted a diligent investigation of
its records and files, has been unable to locate the following original note and
believes that said original note has been lost, misfiled, misplaced or destroyed
due to a clerical error:


            a note in the original sum of $___________ made by
            _____________________, to __________________________, under date
            of ___________ (the "Note");


      4. that the Note is now owned and held by the Noteholder;


      5. that the copy of the Note attached hereto is a true and correct copy
thereof;


      6. that the Note has not been paid-off, satisfied, assigned, transferred,
encumbered, endorsed, pledged, hypothecated, or otherwise disposed of and that
the original Note has been either lost, misfiled, misplaced or destroyed;


      7. that no other person, firm, corporation or other entity has any right,
title, interest or claim in the Note except the Noteholder; and


      8. upon assignment of the Note by the Noteholder to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor") and subsequent assignment by
the Depositor to the trustee for the benefit of the holders of the Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 200__-___ (the "Trustee") (which assignment may, at the
discretion of the Depositor, be made directly by the Noteholder to the Trustee),
the Noteholder covenants and agrees (a) to promptly deliver to the Trustee the
original Note if it is subsequently found, and (b) to indemnify and hold
harmless the Trustee and its successors and assigns from and against any and all
costs, expenses and monetary losses arising as a result of the Noteholder's or
the Depositor's failure to deliver said original Note to the Trustee.


                                      E-1
<PAGE>

                                    [NAME OF NOTEHOLDER]


                                    By:
                                    Authorized Signatory

Sworn to before me this
______  day of ____________, 20__



                                      E-2
<PAGE>

                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

[Name and Address of Trustee]
Attention:  [______]


            Re:   Credit Suisse First Boston Mortgage  Securities Corp.,
                  Commercial
                  Mortgage Pass-Through Certificates,  Series 200__-___,
                  Class ______
                  Certificates  [having an initial aggregate  [principal
                  balance]
                  [notional amount] as of [______] (the "Issue Date") of
                  $__________ (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), [______] as master servicer, [______] as special
servicer, and [______] as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Depositor and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.

                                     F-1A-1
<PAGE>

            3. The Transferor and any person acting on behalf of the Transferor
in this matter reasonably believe that the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act (a "Qualified Institutional Buyer") purchasing for its own
account or for the account of another person that is itself a Qualified
Institutional Buyer. In determining whether the Transferee is a Qualified
Institutional Buyer, the Transferor and any person acting on behalf of the
Transferor in this matter has relied upon the following method(s) of
establishing the Transferee's ownership and discretionary investments of
securities (check one or more):

      ___   (a) The Transferee's most recent publicly available financial
            statements, which statements present the information as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (b) The most recent publicly available information appearing in
            documents filed by the Transferee with the Securities and Exchange
            Commission or another United States federal, state, or local
            governmental agency or self-regulatory organization, or with a
            foreign governmental agency or self-regulatory organization, which
            information is as of a date within 16 months preceding the date of
            sale of the Transferred Certificates in the case of a U.S. purchaser
            and within 18 months preceding such date of sale in the case of a
            foreign purchaser; or

      ___   (c) The most recent publicly available information appearing in a
            recognized securities manual, which information is as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (d) A certification by the chief financial officer, a person
            fulfilling an equivalent function, or other executive officer of the
            Transferee, specifying the amount of securities owned and invested
            on a discretionary basis by the Transferee as of a specific date on
            or since the close of the Transferee's most recent fiscal year, or,
            in the case of a Transferee that is a member of a "family of
            investment companies", as that term is defined in Rule 144A, a
            certification by an executive officer of the investment adviser
            specifying the amount of securities owned by the "family of
            investment companies" as of a specific date on or since the close of
            the Transferee's most recent fiscal year.

      ___   (e)   Other.  (Please specify brief description of method) ________
            ___________________________________________________________________
            ___________________________________________________________________

            4. The Transferor and any person acting on behalf of the Transferor
      understand that in determining the aggregate amount of securities owned
      and invested on a discretionary basis by an entity for purposes of
      establishing whether such entity is a Qualified Institutional Buyer:

            (a) the following instruments and interests shall be excluded:
      securities of issuers that are affiliated with such entity; securities
      that are part of an unsold allotment to or subscription by such entity, if
      such entity is a dealer; securities of issuers that are part of such
      entity's "family of investment companies", if such entity is a registered
      investment company; bank deposit notes and certificates of deposit; loan
      participations; repurchase agreements;

                                     F-1A-2
<PAGE>

      securities owned but subject to a repurchase agreement; and currency,
      interest rate and commodity swaps;

            (b) the aggregate value of the securities shall be the cost of such
      securities, except where the entity reports its securities holdings in its
      financial statements on the basis of their market value, and no current
      information with respect to the cost of those securities has been
      published, in which case the securities may be valued at market; and

            (c) securities owned by subsidiaries of the entity that are
      consolidated with the entity in its financial statements prepared in
      accordance with generally accepted accounting principles may be included
      if the investments of such subsidiaries are managed under the direction of
      the entity, except that, unless the entity is a reporting company under
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
      securities owned by such subsidiaries may not be included if the entity
      itself is a majority-owned subsidiary that would be included in the
      consolidated financial statements of another enterprise.

            5. The Transferor or a person acting on its behalf has taken
      reasonable steps to ensure that the Transferee is aware that the
      Transferor is relying on the exemption from the provisions of Section 5 of
      the Securities Act provided by Rule 144A.

            6. The Transferor or a person acting on its behalf has furnished, or
      caused to be furnished, to the Transferee all information regarding (a)
      the Transferred Certificates and payments thereon, (b) the nature,
      performance and servicing of the Mortgage Loans, (c) the Pooling and
      Servicing Agreement, and (d) all related matters, that the Transferee has
      requested.


                                    Very truly yours,


                                    --------------------------------------------
                                    (Transferor)


                                    By: ----------------------------------------
                                    Name:---------------------------------------
                                    Title:--------------------------------------


                                     F-1A-3
<PAGE>

                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES


                                     [Date]

[Name and Address of Trustee]
Attention:  [_____]


[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ Certificates [having an initial
                  aggregate [principal balance] [notional amount] as of [______]
                  (the "Closing Date") of $__________ (the "Transferred
                  Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), [______] as master servicer, [______] as special
servicer, and [______] as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Depositor and the Trustee, that:

                  1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
      (a) offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "Securities Act"), would render

                                     F-1B-1
<PAGE>

      the disposition of the Transferred Certificates a violation of Section 5
      of the Securities Act or any state securities laws, or would require
      registration or qualification of the Transferred Certificates pursuant to
      the Securities Act or any state securities laws.


                                    Very truly yours,


                                    --------------------------------------------
                                    (Transferor)

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                     F-1B-2
<PAGE>

                                  EXHIBIT F-1C

                        FORM I OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

[Name and Address of Trustee]
Attention:  [______]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ____, having an initial aggregate [principal
                  balance] [notional amount] as of [______] (the "Issue Date")
                  of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), [______]
as master servicer, [______] as special servicer, and [______] as trustee (the
"Trustee"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to and agrees with you,
as Certificate Registrar, and for the benefit of the Depositor and the Trustee,
that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any

                                     F-1C-1
<PAGE>

Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.

                                    Very truly yours,


                                    --------------------------------------------
                                    (Transferor)


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------



                                     F-1C-2
<PAGE>

                                  EXHIBIT F-1D

                        FORM II OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

[Name and Address of Trustee]
Attention:  [______]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ____, having an initial aggregate [principal
                  balance] [notional amount] as of [______] (the "Issue Date")
                  of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), [______]
as master servicer, [______] as special servicer, and [______] as trustee (the
"Trustee"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to and agrees with you,
as Certificate Registrar, and for the benefit of the Depositor and the Trustee,
that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. At the time the buy order was originated, the Transferor
reasonably believed that the Transferee was outside the United States, its
territories and possessions.

            3. If the Transferor is a distributor (within the meaning of Rule
902(d) under the Securities Act of 1933, as amended (the "Securities Act")) with
respect to the Transferred Certificates, or an affiliate of such a distributor
or of the Depositor, or a person acting on behalf of such a distributor, the
Depositor or any affiliate of such distributor or of the Depositor, then:

                  (a) the sale of the Transferred Certificates by the Transferor
      to the Transferee will be executed in, on or through a physical trading
      floor of an established foreign securities exchange that is located
      outside the United States, its territories and possessions;

                                     F-1D-1
<PAGE>

                  (b) no directed selling efforts (within the meaning of Rule
      902(c) under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

                  (c) all offers and sales, if any, of the Transferred
      Certificates by or on behalf of the Transferor prior to the expiration of
      the distribution compliance period specified in category 2 or 3 (paragraph
      (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as applicable,
      have been and will be made only in accordance with the provisions of Rule
      903 or Rule 904 under the Securities Act, pursuant to registration of the
      Transferred Certificates under the Securities Act, or pursuant to an
      available exemption from the registration requirements of the Securities
      Act;

                  (d) all offering materials and documents (other than press
      releases), if any, used in connection with offers and sales of the
      Transferred Certificates by or on behalf of the Transferor prior to the
      expiration of the distribution compliance period specified in category 2
      or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as
      applicable, complied with the requirements of Rule 902(g)(2) under the
      Securities Act; and

                  (e) if the Transferee is a distributor, a dealer or a person
      receiving a selling concession, a fee or other remuneration and the offer
      or sale of the Transferred Certificates thereto occurs prior to the
      expiration of the applicable 40-day distribution compliance period, the
      Transferor has sent a confirmation or other notice to the Transferee that
      the Transferee is subject to the same restrictions on offers and sales
      that apply to a distributor.

            4. If the Transferor is not a distributor with respect to the
Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any
affiliate of such a distributor or of the Depositor, then:

                  (a) the sale of the Transferred Certificates by the Transferor
      to the Transferee will be executed in, on or through the facilities of a
      designated offshore securities market described in paragraph (b) of Rule
      902 under the Securities Act, and neither the Transferor nor anyone acting
      on its behalf knows that such transaction has been prearranged with a
      buyer in the United States, its territories and possessions;

                  (b) no directed selling efforts (within the meaning of Rule
      902(c) under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

                  (c) if the Transferee is a dealer or a person receiving a
      selling concession, a fee or other remuneration and the offer or sale of
      the Transferred Certificates thereto occurs prior to the expiration of the
      applicable 40-day distribution compliance period, the Transferor has sent
      a confirmation or other notice to the Transferee stating that the
      Transferred Certificates may be offered and sold during the distribution
      compliance period only in accordance with the provisions of Regulation S
      under the Securities Act, pursuant to registration of the Transferred
      Certificates under the Securities Act or pursuant to an available
      exemption from the registration requirements of the Securities Act.


                                     F-1D-2
<PAGE>

                                    Very truly yours,


                                    --------------------------------------------
                                    (Transferor)


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------




                                     F-1D-3
<PAGE>

                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

[Name and Address of Trustee]
Attention: [______]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ having an initial aggregate [principal
                  balance] [notional amount] as of [______] (the "Closing Date")
                  of $__________ [evidencing a ____% Percentage Interest in the
                  related Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates, pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), [______] as master servicer (the "Master
Servicer"), [______] as special servicer (the "Special Servicer"), and [______]
as trustee (the "Trustee"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Depositor and the
Trustee, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and payments thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

                                     F-2A-1
<PAGE>

            3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                    Very truly yours,


                                    --------------------------------------------
                                    (Transferee)

                                    By:
                                       -----------------------------------------
                                    Name:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------


                             Nominee Acknowledgment

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                    --------------------------------------------
                                    (Nominee)

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                     F-2A-2
<PAGE>
                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
         [For Transferees Other Than Registered Investment Companies]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended because (i) the Transferee [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S.

----------------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.

                                     F-2A-3
<PAGE>

<PAGE>

            savings and loan association, and not more than 18 months preceding
            such date of sale in the case of a foreign savings and loan
            association or equivalent institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a state, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a state, its political subdivisions, or any agency or
            instrumentality of the state or its political subdivisions, for the
            benefit of its employees.

      ___   Plan. The Transferee is an employee benefit plan within the meaning
            of Title I of the Employee Retirement Income Security Act of 1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.) _____________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned,

                                     F-2A-4
<PAGE>

consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

            ___ ___ Will the Transferee be purchasing the Transferred
            Yes No  Certificates Yes No only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                    --------------------------------------------
                                    Print Name of Transferee

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------
                                    Date:
                                         ---------------------------------------

                                     F-2A-5
<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]



            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v)

                                     F-2A-6
<PAGE>

securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

            ___ ___ Will the Transferee be purchasing the Transferred
            Yes No  Certificates Yes No only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                    Print Name of Transferee or Adviser


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    IF AN ADVISER:

                                    Print Name of Transferee


                                    Date:
                                         ---------------------------------------


                                     F-2A-7
<PAGE>

                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM


                                     [Date]

[Name and Address of Trustee]
Attention:  [______]



            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ Certificates [having an initial
                  aggregate [principal balance] [notional amount] as of [______]
                  (the "Issue Date") of $__________ [evidencing a ____%
                  Percentage Interest in the related Class](the "Transferred
                  Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the Transferred Certificates pursuant to Section 5.02 of
the Pooling and Servicing Agreement dated as of [______] (the "Pooling and
Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor (the "Depositor"), [______] as master servicer (the "Master
Servicer"), [______] as special servicer (the "Special Servicer"), and [______]
as trustee (the "Trustee"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Depositor and the
Trustee, that:

            1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any payment thereof, in whole or in part, in any manner which
would violate the Securities Act of 1933, as amended (the "Securities Act"), or
any applicable state securities laws.

            2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1A to
the Pooling and Servicing Agreement; (B) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1B to the Pooling and
Servicing Agreement and a certificate from the prospective transferee
substantially in the form attached either as Exhibit F-2A or as

                                     F-2B-1
<PAGE>

Exhibit F-2B to the Pooling and Servicing Agreement; or (C) an Opinion of
Counsel satisfactory to the Certificate Registrar that the transfer may be made
without registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.

            3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or

                                     F-2B-2
<PAGE>

qualification of the Transferred Certificates pursuant thereto. The Transferee
will not act, nor has it authorized nor will it authorize any person to act, in
any manner set forth in the foregoing sentence with respect to the Transferred
Certificates, any interest in the Transferred Certificates or any other similar
security.

            5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

            6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

            7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                    Very truly yours,

                                    (Transferee)



                                     By:
                                        ----------------------------------------

                                     Name:
                                     Title:



                                     F-2B-3
<PAGE>


                             Nominee Acknowledgment

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                    --------------------------------------------
                                    (Nominee)

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                     F-2B-4
<PAGE>

                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ Certificates [having an initial
                  aggregate [principal balance] [notional amount] as of [______]
                  (the "Closing Date") of $__________] (the "Certificate
                  Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), [______]
as master servicer (the "Master Servicer"), [______] as special servicer (the
"Special Servicer"), and [______] as trustee (the "Trustee"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to and agrees with you, and for the benefit
of the Depositor, the Trustee and the Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any interest
therein may be resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant any applicable state
securities laws or (ii) sold or transferred in transactions which are exempt
from such registration and qualification.


                                     F-2C-1
<PAGE>

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate or any interest therein except in
compliance with the provisions of Section 5.02 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed, and that each Transferred
Certificate will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            (A) TO ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE
            RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
            SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
            "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS
            NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
            RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
            EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
            POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  4. The Transferee has been furnished with all information
      regarding (a) The Depositor, (b) the Transferred Certificates and
      distributions thereon, (c) the nature, performance and servicing of the
      Mortgage Loans, (d) the Pooling and Servicing Agreement, and (e) all
      related matters, that it has requested.


                                    Very truly yours,

                                    (Transferee)

                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                     F-2C-2
<PAGE>
                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [for Transferees other than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) [the Transferee] [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________(2) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale for a foreign bank or equivalent
            institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual

-------------------------------
(2) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.

                                     F-2C-3
<PAGE>

            financial statements, a copy of which is attached hereto, as of a
            date not more than 16 months preceding the date of sale of the
            Transferred Certificates in the case of a U.S. savings and loan
            association, and not more than 18 months preceding such date of sale
            in the case of a foreign savings and loan association or equivalent
            institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include (i) securities of issuers that are affiliated with such Person,
(ii) securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any such Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market. Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-


                                     F-2C-4
<PAGE>

owned, consolidated subsidiary of another enterprise and such Person is not
itself a reporting company under the Securities Exchange Act of 1934, as
amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

            ____  ____  Will the  Transferee  be  acquiring  interests in
            Yes   No    the Transferred

            Yes No Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                    (Transferee or Adviser)


                                     By: _______________________________________
                                     Name:
                                     Title:
                                     Date:


                                     F-2C-5
<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [for Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


                                     F-2C-6
<PAGE>

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more Transfers to the Transferee will be in reliance on Rule 144A.

            ____  ____   Will the  Transferee  be  acquiring  interests in the
            Yes   No     Transferred Certificates only for the Transferee's
                         own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                    (Transferee or Adviser)


                                    By:
                                       -----------------------------------------
                                    Name:

                                    Title:


                                    IF AN ADVISER:


                                    --------------------------------------------
                                    Print Name of Transferee

                                    Date:


                                     F-2C-7
<PAGE>

                                  EXHIBIT F-2D

                      FORM II OF TRANSFEREE CERTIFICATE FOR
              TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK ENTRY FORM

                                     [Date]

[TRANSFEROR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ Certificates [having an initial
                  aggregate [principal balance] [notional amount] as of [______]
                  (the "Closing Date") of $__________] (the "Transferred
                  Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, [______] as master
servicer (the "Master Servicer"), [______] as special servicer (the "Special
Servicer"), and [______] as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to and agrees with you, and for the benefit of the Depositor, the
Trustee and the Certificate Registrar, that:

            1. The Transferee is not a United States Securities Person. For
purposes of this certification, "United States Securities Person" means (i) any
natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and no settlor if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held

                                     F-2D-1
<PAGE>

by a dealer or other fiduciary for the benefit or account of a United States
Securities Person, (vii) any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States, other than one
held for the benefit or account of a non-United States Securities Person by a
dealer or other professional fiduciary organized, incorporated or (if any
individual) resident in the United States, (viii) any partnership or corporation
if (a) organized or incorporated under the laws of any foreign jurisdiction and
(b) formed by a United States Securities Person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by "accredited investors" (as defined in
Rule 501(a)) under the United States Securities Act of 1933, as amended (the
"Securities Act"), who are not natural persons, estates or trusts; provided,
however, that the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) is sold or
transferred in transactions which are exempt from such registration and
qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR


                                     F-2D-2
<PAGE>

            INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
            BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF
            ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorized
you to produce this certification to any interested party in such proceedings.

Dated:  __________, ____


                                    By:_________________________________________
                                    As, or agent for, the beneficial owner(s)
                                    of the Certificates to which this
                                    certificate relates


                                     F-2D-3
<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
            CERTIFICATES HELD IN FULLY REGISTERED, CERTIFICATED FORM)

                                     [Date]

[Name and Address of Trustee]

Attention:  [______]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ Certificates [having an initial
                  aggregate Certificate [Principal Balance] [Notional Amount] as
                  of [______] (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, [______] as master servicer (the "Master Servicer"), [______] as
special servicer (the "Special Servicer"), and [______] as trustee (the
"Trustee"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

      ___   The Transferee is neither (A) a retirement plan or other employee
            benefit plan or arrangement, including an individual retirement
            account or annuity, a Keogh plan or a collective investment fund or
            separate account in which such plans, accounts or arrangements are
            invested, including an insurance company general account, that is
            subject to ERISA or Section 4975 of the Code (each, a "Plan"), nor
            (B) a Person who is directly or indirectly purchasing the
            Transferred Certificates on behalf of, as named fiduciary of, as
            trustee of, or with assets of a Plan; or

      ___   The Transferee is using funds from an insurance company general
            account to acquire the Transferred Certificates, however, the
            purchase and holding of such Certificates by such Person is exempt
            from the prohibited transaction provisions of Section 406 of ERISA
            and Section 4975 of the Code by reason of Sections I and III of
            Prohibited Transaction Class Exemption 95-60.

      ___   The Transferred Certificates are Class ___ Certificates, an interest
            in which is being acquired by or on behalf of a Plan in reliance on
            the individual prohibited transaction

                                     G-1-1
<PAGE>

            exemption issued by the U.S. Department of Labor to Credit Suisse
            First Boston LLC (PTE 89-90), and such Plan (X) is an accredited
            investor as defined in Rule 501(a)(1) of Regulation D of the
            Securities Act, (Y) is not sponsored (within the meaning of Section
            3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
            Seller, the Master Servicer, the Special Servicer, any
            Exemption-Favored Party, any Primary Servicer, any Sub-Servicer or
            any Borrower with respect to any Loan or group of Loans that
            represents more than 5% of the aggregate unamortized principal
            balance of the Loans determined on the date of the initial issuance
            of the Certificates, or by an Affiliate of any such Person, and (Z)
            agrees that it will obtain from each of its Transferees to which it
            transfers an interest in the Transferred Certificates, a written
            representation that such Transferee, if a Plan, satisfies the
            requirements of the immediately preceding clauses (X) and (Y),
            together with a written agreement that such Transferee will obtain
            from each of its Transferees that are Plans a similar written
            representation regarding satisfaction of the requirements of the
            immediately preceding clauses (X) and (Y).


                                    --------------------------------------------
                                    Very truly yours,


                                    (Transferee)

                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                     G-1-2
<PAGE>

                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class ______ Certificates [having an initial
                  aggregate Certificate [Principal Balance] [Notional Amount] as
                  of [______] (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, [______] as master
servicer (the "Master Servicer"), [______] as special servicer (the "Special
Servicer"), and [______] as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you as follows (check the applicable paragraph):

      ___   The Transferee is neither (A) a retirement plan, an employee benefit
            plan or other retirement arrangement, including an individual
            retirement account or annuity, a Keogh plan or a collective
            investment fund or separate account in which such plans, accounts or
            arrangements are invested, including an insurance company general
            account, that is subject to Section 406 of ERISA or Section 4975 of
            the Code (each, a "Plan"), nor (B) a Person who is directly or
            indirectly purchasing an interest in the Transferred Certificates on
            behalf of, as named fiduciary of, as trustee of, or with assets of,
            a Plan;

      ___   The Transferee is using funds from an insurance company general
            account to acquire an interest in the Transferred Certificates,
            however, the purchase and holding of such interest by such Person is
            exempt from the prohibited transaction provisions of Section 406 of
            ERISA and Section 4975 of the Code by reason of Sections I and III
            of Prohibited Transaction Class Exemption 95-60; or

      ___   The Transferred Certificates are Class ____ Certificates, an
            interest in which is being acquired by or on behalf of a Plan in
            reliance on the individual prohibited transaction exemption issued
            by the U.S. Department of Labor to Credit Suisse First Boston LLC

                                     G-2-1
<PAGE>

            (PTE 89-90), and such Plan (X) is an accredited investor as defined
            in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
            sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
            Trustee, the Depositor, any Mortgage Loan Seller, the Master
            Servicer, the Special Servicer, any Exemption-Favored Party, any
            Primary Servicer, any Sub-Servicer or any Borrower with respect to
            any Loan or group of Loans that represents more than 5% of the
            aggregate unamortized principal balance of the Loans determined on
            the date of the initial issuance of the Certificates, or by an
            Affiliate of any such Person, and (Z) agrees that it will obtain
            from each of its Transferees to which it transfers an interest in
            the Transferred Certificates, a written representation that such
            Transferee, if a Plan, satisfies the requirements of the immediately
            preceding clauses (X) and (Y), together with a written agreement
            that such Transferee will obtain from each of its Transferees that
            are Plans a similar written representation regarding satisfaction of
            the requirements of the immediately preceding clauses (X) and (Y).



                                    (Transferee)

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                     G-2-2
<PAGE>

                                   EXHIBIT H-1

                FORM OF RESIDUAL TRANSFER AFFIDAVIT AND AGREEMENT
                      FOR TRANSFERS OF CLASS R CERTIFICATES


STATE OF                      )
                              ) ss:
COUNTY OF                     )


            ____________________, being first duly sworn, deposes and says that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
200__-___, Class R, evidencing a ___% Percentage Interest in such Class (the
"Residual Interest Certificates")), a _________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).

            3. The Transferee is aware (i) of the tax that would be imposed
under the Code on transfers of the Residual Interest Certificates to
non-Permitted Transferees; (ii) that such tax would be on the transferor or, if
such transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Interest Certificates may be a "noneconomic residual interest" within the
meaning of Treasury regulation Section 1.860E-1(c) and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the

                                     H-1-1
<PAGE>

income on such residual interest, unless no significant purpose of the
transfer is to enable the transferor to impede the assessment or collection of
tax.

            4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

            5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

            6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee. In addition,
the Transferee will honor all the restrictions set forth herein upon any
subsequent transfers of the Class R Certificates.

            7. The Transferee's taxpayer identification number is
__________________.

            8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii)(A) of
Section 5.02(d) which authorizes the Trustee to deliver payments on the Residual
Interest Certificates to a Person other than the Transferee and clause (ii)(B)
of Section 5.02(d) which authorizes the Trustee to negotiate a mandatory sale of
the Residual Interest Certificates, in either case, in the event that the
Transferee holds such Residual Interest Certificates in violation of Section
5.02(d)); and the Transferee expressly agrees to be bound by and to comply with
such provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. In accordance with Treasury Regulation Section 1.860E-1 [check
the statement that applies]:


                  The present value of the anticipated tax liabilities
associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


            (i)   the present value of any consideration given to the Transferee
                  to acquire such Class R Certificate;


            (ii)  the present value of the expected future distributions on such
                  Certificate; and


            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

                                     H-1-2
<PAGE>

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.


                  The transfer of the Class R Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from Class R Certificate will only be taxed in
                  the United States;


            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(c)(ii)) in excess of $100
                  million and net assets in excess of $10 million;


            (iii) the Transferee will transfer the Class R Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and 1.860E-1(c)(5); and


            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class R Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.


                  None of the above.

            11. The Transferee will not cause the income from the Residual
Interest certificate to be attributed to a foreign permanent establishment or
fixed base.

            12. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            For purposes of this affidavit, a "United States Person" is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, an estate whose income from sources without the
United States is includible in gross income for United States federal income tax
purposes regardless of

                                     H-1-3
<PAGE>

its connection with the conduct of a trade or business within the United States
or a trust as to which (i) a court in the United States is able to exercise
primary supervision over the administration of the trust and (ii) one or more
United States fiduciaries have the right to control all substantial decisions of
the trust.


                                     H-1-4
<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.


                                    [TRANSFEREE]


                                    By:
                                       -----------------------------------------
                                    [Name of Officer]
                                    [Title of Officer]

[Corporate Seal]

ATTEST:

---------------------------------
[Assistant] Secretary



            Personally      appeared     before     me     the     above-named
____________________,  known  or  proved  to me  to be  the  same  person  who
executed the foregoing  instrument and to be the  ____________________  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
__________________,________.



________________________________
NOTARY PUBLIC

COUNTY OF   ____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.



                                     H-1-5
<PAGE>

                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                              CLASS R CERTIFICATES

                                     [Date]

[Name and Address of Trustee]
Attention:  [______]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___, Class R Certificates (the "Residual Interest
                  Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Residual Interest Certificates, pursuant to the Pooling and Servicing
Agreement dated as of [______] (the "Pooling and Servicing Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp. as depositor, [______] as
master servicer (the "Master Servicer"), [______] as special servicer (the
"Special Servicer"), and [______] as trustee (the "Trustee"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.


                                     H-2-1
<PAGE>

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.


                                    Very truly yours,

                                    [TRANSFEROR]


                                    By:_________________________________________
                                    (Transferor)
                                    Name:
                                    Title:


                                     H-2-2
<PAGE>

                                    EXHIBIT I

                             INVESTOR CERTIFICATION

                                     [Date]

[TRUSTEE]

[APPLICABLE MASTER SERVICER]

[APPLICABLE SPECIAL SERVICER]

            In accordance with Section ____ of the Pooling and Servicing
Agreement, dated as of [______] (the "Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp. as Depositor, [______] as master servicer,
[______] as special servicer, and you, as Trustee, with respect to the Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 200__-___ (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

                  1. The undersigned is a [registered holder] [beneficial owner]
      [prospective purchaser] of Class ____ Certificates.

                  2. The undersigned is requesting, pursuant to Section ___ of
      the Agreement, is requesting access to certain information (the
      "Information") on [the Trustee's] [Master Servicer's] [Special Servicer's]
      website and/or is requesting the information identified on the schedule
      attached hereto (also, the "Information") pursuant to Section 4.02 of the
      Agreement.

                  3. In consideration of [the Trustee's] [Master Servicer's
      [Special Servicer's] [disclosure to the undersigned of the Information, or
      providing access in connection therewith, the undersigned will keep the
      Information confidential (except from such outside persons as are
      assisting it in making an evaluation [of its investment in] in connection
      with purchasing] the related Certificates, from its accountants and
      attorneys, and otherwise from such governmental or banking authorities or
      agencies to which the undersigned is subject), and such Information will
      not, without the prior written consent of the Trustee, be otherwise
      disclosed by the undersigned or by its officers, directors, partners,
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part; provided that the
      undersigned may provide all or any part of the Information to any other
      person or entity that holds or is contemplating the purchase of any
      Certificate or interest therein, but only if such person or entity
      confirms in writing such ownership interest or prospective ownership
      interest and agrees to keep it confidential.

                  4. The undersigned will not use or disclose the Information in
      any manner which could result in a violation of, or any rule or regulation
      promulgated under, any provision of the Securities Act of 1933, as amended
      (the "Securities Act"), or the Securities Exchange Act of 1934, as
      amended, or would require registration of any Certificate pursuant to
      Section 5 of the Securities Act.


                                     I-1
<PAGE>

                  5. Investor hereby acknowledges and agrees that:

            (a)   Neither the Master Servicer nor the Trustee will make any
                  representations or warranties as to the accuracy or
                  completeness of, and will assume no responsibility for, any
                  report, document or other information delivered pursuant to
                  this request or made available on its Website;

            (b)   Neither the Master Servicer nor the Trustee has undertaken any
                  obligation to verify the accuracy or completeness of any
                  information provided by a Borrower, a third party, each other
                  or any other Person that is included in any report, document
                  or other information delivered pursuant to this request or
                  made available on its respective Website;

            (c)   Any transmittal of any report, document or other information
                  to Investor by the Master Servicer or the Trustee is subject
                  to, which transmittal may (but need not be) accompanied by a
                  letter containing, the following provision:

                        By receiving the information set forth herein, you
                        hereby acknowledge and agree that the United States
                        securities laws restrict any person who possesses
                        material, non-public information regarding the Trust
                        which issued Credit Suisse First Boston Mortgage
                        Securities Corp., Commercial Mortgage Pass-Through
                        Certificates, Series 200__-___ from purchasing or
                        selling such Certificates in circumstances where the
                        other party to the transaction is not also in possession
                        of such information. You also acknowledge and agree that
                        such information is being provided to you for the
                        purposes of, and such information may be used only in
                        connection with, evaluation by you or another
                        Certificateholder, Certificate Owner or prospective
                        purchaser of such Certificates or beneficial interest
                        therein;

            (d)   When delivering any report, document or other information
                  pursuant to this request, the Master Servicer or the Trustee
                  may (i) indicate the source thereof and may affix thereto any
                  disclaimer it deems appropriate in its discretion and (ii)
                  contemporaneously provide such report, document or information
                  to the Depositor, the Trustee, the Initial Purchaser, any
                  Underwriter, any Rating Agency or Certificateholders or
                  Certificate Owners.

                  6. The undersigned shall be fully liable for any breach of
            this agreement by itself or any of its Representatives and shall
            indemnify the Depositor, the Trustee, the Master Servicer, the
            Special Servicer and the Trust Fund for any loss, liability or
            expense incurred thereby with respect to any such breach by the
            undersigned or any of its Representatives.

            Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Agreement.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.


                                       I-2
<PAGE>

                                    Beneficial Owner or Prospective Purchaser


                                    Name:_______________________________________
                                    Title:
                                    Company:
                                    Phone:


                                       I-3
<PAGE>

                                   EXHIBIT J-1

                    FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                     [Date]

To:  The Parties Listed on Schedule A Attached Hereto.

      Intermediate Review of Mortgage Files by the Trustee Pursuant to the
                Pooling and Servicing Agreement (dated [______])


Ladies and Gentlemen:

            In accordance with Section 2.02(b) of the Pooling and Servicing
Agreement, dated [______], by and among Credit Suisse First Boston Mortgage
Securities Corp. as Depositor, [______] as master servicer, [______], as special
servicer, and [______] as trustee (the "Agreement"), with respect to the Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 200__-___, the undersigned, as Trustee, hereby certifies
that, subject to Sections 2.01 and 2.02(d), as to each Loan listed on the
Mortgage Loan Schedule (other than any Loan paid in full and any Loan
specifically identified in any exception report annexed hereto) (i) all
documents specified in clauses (i) through (v), (ix) (without regard to the
parenthetical clause), (xi), (xii), (xvi) and (xviii) of the definition of
"Mortgage File" in the Agreement are in its possession, and (ii) all documents
delivered or caused to be delivered by the applicable Mortgage Loan Seller
constituting the related Mortgage File have been received, appear to have been
executed (with the exception of UCC Financing Statements and assignments
thereof), appear to be what they purport to be, purport to be recorded or filed
(if recordation or filing is specified for such document in the definition of
"Mortgage File") and have not been torn, mutilated or otherwise defaced, and
that such documents appear to relate to the subject Loan.

            The scope and extent of the foregoing review is subject to the
limitations and qualifications, and includes the assumptions, set forth in
Section 2.02 of the Pooling and Servicing Agreement.

            Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.


                                    Respectfully,

                                   [____________]
                                   as Trustee,


                                   By:__________________________________________
                                   Name:
                                   Title:


                                      J-1-1
<PAGE>

                                   Schedule A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

[Master Servicer]

[Special Servicer]

Column Financial, Inc.
3414 Peachtree Road,
N.E. Suite 1140
Atlanta, Georgia 30326



                                      J-1-2
<PAGE>
                                   EXHIBIT J-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

To:  The Parties Listed on Schedule A Attached Hereto.

    Receipt and Final Review of Mortgage Files by the Trustee Pursuant to the
                Pooling and Servicing Agreement (dated [______])


Ladies and Gentlemen:

            In accordance with Section 2.02(c) of the Pooling and Servicing
Agreement, dated [______], by and among Credit Suisse First Boston Mortgage
Securities Corp. as Depositor, [______] as master servicer, [______] as special
servicer and [______] as trustee (the "Agreement"), with respect to the Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 200__-___, the undersigned, as trustee, hereby certifies
that, subject to Sections 2.01 and 2.02(d), as to each Loan listed on the
Mortgage Loan Schedule (excluding any Loan as to which a Liquidation Event has
occurred and any Loan specifically identified in any exception report annexed
hereto), (i) all documents specified in clauses (i) through (v), (ix) (without
regard to the parenthetical clause), (xi), (xii), (xvi) and (xviii) of the
definition of "Mortgage File" in the Agreement, are in its possession, (ii) it
has received either a recorded original of each of the assignments specified in
clause (iii) and clause (v) of the definition of "Mortgage File" in the
Agreement, or, insofar as an unrecorded original thereof had been delivered or
caused to be delivered by the applicable Mortgage Loan Seller, a copy of such
recorded original certified by the applicable public recording office to be true
and complete, and (iii) all such Loan Documents have been received, have been
executed (with the exception of UCC Financing Statements and assignments
thereof), appear to be what they purport to be, purport to be recorded or filed
(if recordation or filing is specified for such document in the definition of
"Mortgage File") and have not been torn, mutilated or otherwise defaced, and
that such documents relate to the subject Loan.

            The scope and extent of the foregoing review is subject to the
limitations and qualifications, and includes the assumptions, set forth in
Section 2.02 of the Pooling and Servicing Agreement.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Agreement. This Certificate is qualified in all
respects by the terms of the Agreement.


                                    [______] as Trustee,


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:


                                      J-2-1
<PAGE>

                                   Schedule A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

[Name and Address of Master Servicer]

[Name and Address of Special Servicer]

Column Financial, Inc.
3414 Peachtree Road,
N.E. Suite 1140
Atlanta, Georgia 30326



                                      J-2-2
<PAGE>

                                    EXHIBIT K

                           SCHEDULE OF REFERENCE RATES

  Distribution Date     Reference Rate    Distribution Date    Reference Rate
--------------------- ----------------- -------------------- -------------------








                                       K-1
<PAGE>
                                    EXHIBIT L

                      FORM OF SARBANES-OXLEY CERTIFICATION


            Re:   CSFB Commercial Mortgage Trust 200__-__ (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 200_-__

            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as [Trustee/Master
Servicer] certify to [identify the individual signing the Sarbanes Oxley
Certification], Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor") and its partners, representatives, affiliates, members, managers,
directors, officers, employees and agents, to the extent that the following
information is within our normal area of responsibilities and duties under the
pooling and servicing agreement dated as of [______] and relating to the Trust
(the "Pooling and Servicing Agreement"), and with the knowledge and intent that
they will rely upon this certification, that:

                  1. [To be certified by the Trustee] [I have reviewed the
      annual report on Form 10-K for the fiscal year [___] (the "Annual
      Report"), and all reports on Form 8-K containing statements to
      certificateholders filed in respect of periods included in the year
      covered by that Annual Report (collectively with the Annual Reports, the
      "Reports"), of the Trust;]

                  2. [To be certified by the Trustee] [To the best of my
      knowledge, the information in the Reports, to the extent prepared by the
      [Trustee] (but not including any information provided to the [Trustee] by
      any Master Servicer or Special Servicer, other than to the extent that
      such information has been aggregated or manipulated by [Trustee]), taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by the Annual Report;]

                  3. [To be certified by the Trustee] [To the best of my
      knowledge, the distribution or servicing information required to be
      provided to the Trustee by the Master Servicer and the Special Servicer
      under the Pooling and Servicing Agreement for inclusion in the Reports is
      included in the Reports;]

                  4. [To be certified by each Master Servicer] [I am responsible
      for reviewing the activities performed by [______] in its capacity as
      Master Servicer under the Pooling and Servicing Agreement and based upon
      the annual compliance review required under the Pooling and Servicing
      Agreement with respect to the [______] in its capacity as Master Servicer
      and a certificate in the form attached as Exhibit A hereto from [______]
      in its capacity as Special Servicer, with respect to such entity (which
      certificate, to our actual knowledge, contains no inaccurate information),
      and except as disclosed in the annual report on Form 10-K for the fiscal
      year [___], or in any reports on Form 8-K containing statements to
      certificateholders of the Trust filed in respect of periods included in
      the year covered by that annual report, [______] in its capacity as Master
      Servicer, has fulfilled its obligations under the Pooling and Servicing
      Agreement, including the provision of all reports required to be submitted
      to the Trustee thereunder, and that, to the knowledge of [______] in its
      capacity as Master Servicer, based upon

                                      L-1
<PAGE>

      the annual compliance review required under the Pooling and Servicing
      Agreement with respect to [______] in its capacity as Master Servicer and
      a certificate in the form attached as Exhibit A hereto [______] in its
      capacity as Special Servicer No.__, with respect to such entity (which
      certificate, to our actual knowledge, contains no inaccurate information),
      such reports do not contain any material misstatements or omissions; and]

                  5. [To be certified by each Master Servicer] [We have
      disclosed to [______]'s certified public accountants all significant
      deficiencies relating to (a) the compliance of [______] in its capacity as
      Master Servicer with the minimum servicing standards in accordance with a
      review conducted in compliance with the Uniform Single Attestation Program
      for Mortgage Bankers or similar standard as set forth in the Pooling and
      Servicing Agreement and (b) the compliance of [______] in its capacity as
      Special Servicer with the minimum servicing standards based on a
      certificate in the form attached as Exhibit A hereto from such entity.]

                  Capitalized terms used but not defined herein have the
      respective meanings assigned thereto in the Pooling and Servicing
      Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]



                                      L-2
<PAGE>

                                                          EXHIBIT A to EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                         PROVIDED TO THE MASTER SERVICER


            Re:   CSFB Commercial Mortgage Trust 200__-___ (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___

            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as Special Servicer
certify to the Master Servicer and its partners, representatives, affiliates,
members, managers, directors, officers, employees and agents, to the extent that
the following information is within our normal area of responsibilities and
duties under the pooling and servicing agreement dated as of [______] and
relating to the Trust (the "Pooling and Servicing Agreement"), and with the
knowledge and intent that they will rely upon this certification, that:

                  1. [To be certified by each Special Servicer] [I am
      responsible for reviewing the activities performed by [______] in its
      capacity as Special Servicer under the Pooling and Servicing Agreement and
      based upon the annual compliance review required under the Pooling and
      Servicing Agreement with respect to Special Servicer, except as disclosed
      in the annual report on Form 10-K for the fiscal year [___], or in any
      reports on Form 8-K containing statements to certificateholders of the
      Trust filed in respect of periods included in the year covered by that
      annual report, [______] in its capacity as Special Servicer, has fulfilled
      its obligations as Special Servicer under the Pooling and Servicing
      Agreement, including the provision of all reports required to be submitted
      by Special Servicer to the Trustee thereunder, and that, to the knowledge
      of [______] in its capacity as Special Servicer, such reports do not
      contain any material misstatements or omissions; and]

                  2. [To be certified by each Special Servicer] [I have
      disclosed to [______]'s certified public accountants all significant
      deficiencies relating to the compliance of [______]'s in its capacity as
      Special Servicer with the minimum servicing standards in accordance with a
      review conducted in compliance with the Uniform Single Attestation Program
      for Mortgage Bankers or similar standard as set forth in the Pooling and
      Servicing Agreement.]

                  Capitalized terms used but not defined herein have the
      respective meanings assigned thereto in the Pooling and Servicing
      Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

                                      L-3
<PAGE>

                                    EXHIBIT M

                   FORM OF STATEMENT TO CERTIFICATEHOLDERS




                                      M-4
<PAGE>

                                    EXHIBIT N

                                   [RESERVED]




                                      N-1
<PAGE>

                                    EXHIBIT O

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[SPECIAL SERVICER]
[DEPOSITOR]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200__-___

Ladies and Gentlemen:

            Pursuant to Section  [___________]  of the  Pooling and  Servicing
Agreement,  dated as of  [______],  relating  to Credit  Suisse  First  Boston
Mortgage  Securities Corp.,  Commercial  Mortgage  Pass-Through  Certificates,
Series  200__-___ (the  "Agreement"),  the undersigned  hereby agrees with all
the  other  parties  to the  Agreement  that the  undersigned  shall  serve as
Special  Servicer  under,  and as defined in, the Agreement.  The  undersigned
hereby  acknowledges  and agrees that, as of the date hereof,  it is and shall
be a party to the  Agreement  and bound  thereby to the full extent  indicated
therein in the capacity of Special  Servicer.  The  undersigned  hereby makes,
as of the  date  hereof,  the  representations  and  warranties  set  forth in
Section [3.24] of the Agreement,  with the following  corrections with respect
to type of entity and jurisdiction of organization:  ____________________.


                                     ___________________________________________


                                     By:________________________________________
                                     Name:
                                     Title:


                                      O-1
<PAGE>

                                    EXHIBIT P

                           List of Broker Strip Loans






                  Loan Name                   Balance         Fee
   --------------------------------------------------------------------

                  [______]                   $[______]     [______]%

                  [______]                   $[______]     [______]%

                  [______]                   $[______]     [______]%

                  [______]                   $[______]     [______]%


                                      P-1