EXHIBIT 4.1

             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
                                    Depositor

                             [____________________],
                                 Master Servicer

                                   [________],
                                Special Servicer

                                       and

                                   [________],
                            Trustee and Paying Agent

                         POOLING AND SERVICING AGREEMENT

                                   Dated as of

                               [________], 20[__]

             J.P. Morgan Chase Commercial Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates

                                   [________]

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01    Conveyance of Mortgage Loans....................................
Section 2.02    Acceptance by Trustee...........................................
Section 2.03    Representations, Warranties and Covenants of
                  the Depositor; Mortgage Loan Sellers'
                  Repurchase or Substitution of
                  Mortgage Loans for Defects in Mortgage Files and
                  Breaches of Representations and Warranties....................
Section 2.04    Execution of Certificates; Issuance of
                  Uncertificated Lower-Tier Interests...........................
Section 2.05    Grantor Trust Designations......................................

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

Section 3.01    Master Servicer to Act as Master Servicer; Special
                  Servicer to Act as Special Servicer;
                  Administration of the Mortgage Loans..........................
Section 3.02    Collection of Mortgage Loan Payments............................
Section 3.03    Collection of Taxes, Assessments and Similar Items;
                  Servicing Accounts............................................
Section 3.04    The Certificate Account, the Lower-Tier and Upper-Tier
                  Distribution Accounts, the Companion
                  Distribution Account, the Interest Reserve Account,
                  the Gain-on-Sale Reserve Account, the Excess
                  Interest Distribution Account and the
                  Floating Rate Account.........................................
Section 3.05    Permitted Withdrawals from the Certificate Account,
                  the Distribution Accounts, the Companion
                  Distribution Account, the Excess Interest
                  Distribution and the Floating Rate Account....................
Section 3.06    Investment of Funds in the Certificate Account
                  and the REO Account...........................................
Section 3.07    Maintenance of Insurance Policies; Errors and
                  Omissions and Fidelity Coverage...............................
Section 3.08    Enforcement of Due-on-Sale Clauses; Assumption Agreements.......
Section 3.09    Realization Upon Defaulted Mortgage Loans.......................
Section 3.10    Trustee to Cooperate; Release of Mortgage Files.................
Section 3.11    Servicing Compensation..........................................
Section 3.12    Inspections; Collection of Financial Statements.................
Section 3.13    [Reserved]......................................................
Section 3.14    [Reserved]......................................................
Section 3.15    Access to Certain Information...................................
Section 3.16    Title to REO Property; REO Account..............................
Section 3.17    Management of REO Property......................................
Section 3.18    Sale of Defaulted Mortgage Loans and REO Properties.............
Section 3.19    Additional Obligations of Master Servicer
                  and Special Servicer..........................................
Section 3.20    Modifications, Waivers, Amendments and Consents.................
Section 3.21    Transfer of Servicing Between Master Servicer and
                  Special Servicer; Recordkeeping; Asset Status
                  Report........................................................
Section 3.22    Sub-Servicing Agreements........................................
Section 3.23    Representations, Warranties and Covenants
                  of the Master Servicer........................................
Section 3.24    Representations, Warranties and Covenants
                  of the Special Servicer.......................................
Section 3.25    Interest Reserve Account........................................
Section 3.26    Excess Interest Distribution Account............................
Section 3.27    Directing Certificateholder Contact with Master Servicer........
Section 3.28    Controlling Class Certificateholders and Directing
                  Certificateholder; Certain Rights and Powers of
                  Directing Certificateholder...................................
Section 3.29    Intercreditor Agreements........................................
Section 3.30    Companion Paying Agent..........................................
Section 3.31    Companion Register..............................................
Section 3.32    Swap Contract...................................................
Section 3.33    Litigation Control..............................................

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01    Distributions...................................................
Section 4.02    Statements to Certificateholders; CMSA Investor
                  Reporting Package (IRP)s; Grant of Power of Attorney..........
Section 4.03    P&I Advances....................................................
Section 4.04    Allocation of Collateral Support Deficit........................
Section 4.05    Appraisal Reductions............................................
Section 4.06    Certificate Deferred Interest...................................
Section 4.07    Grantor Trust Reporting.........................................

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01    The Certificates................................................
Section 5.02    Registration of Transfer and Exchange of Certificates...........
Section 5.03    Book-Entry Certificates.........................................
Section 5.04    Mutilated, Destroyed, Lost or Stolen Certificates...............
Section 5.05    Persons Deemed Owners...........................................
Section 5.06    Certificate Ownership Certification.............................
Section 5.07    Appointment of Paying Agent.....................................

                                   ARTICLE VI

                       THE DEPOSITOR, THE MASTER SERVICER,
                            THE SPECIAL SERVICER AND
                         THE DIRECTING CERTIFICATEHOLDER

Section 6.01    Liability of the Depositor, the Master Servicer
                  and the Special Servicer......................................
Section 6.02    Merger, Consolidation or Conversion of the Depositor,
                  the Master Servicer or the Special Servicer...................
Section 6.03    Limitation on Liability of the Depositor,
                  the Master Servicer, the Special Servicer and Others..........
Section 6.04    Depositor, Master Servicer and Special
                  Servicer Not to Resign........................................
Section 6.05    Rights of the Depositor in Respect of the
                  Master Servicer and the Special Servicer......................
Section 6.06    The Master Servicer and the Special Servicer
                  as Certificate Owner..........................................
Section 6.07    The Directing Certificateholder.................................

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                   CONCERNING THE TRUSTEE AND THE PAYING AGENT

Section 8.01    Duties of the Trustee and the Paying Agent......................
Section 8.02    Certain Matters Affecting the Trustee and the Paying Agent......
Section 8.03    Trustee and Paying Agent Not Liable for Validity or
                  Sufficiency of Certificates or Mortgage Loans.................
Section 8.04    Trustee or Paying Agent May Own Certificates....................
Section 8.05    Fees and Expenses of Trustee and Paying Agent;
                  Indemnification of Trustee and Paying Agent...................
Section 8.06    Eligibility Requirements for Trustee and the Paying Agent.......
Section 8.07    Resignation and Removal of the Trustee and Paying Agent.........
Section 8.08    Successor Trustee or Paying Agent...............................
Section 8.09    Merger or Consolidation of Trustee or Paying Agent..............
Section 8.10    Appointment of Co-Trustee or Separate Trustee...................
Section 8.11    Appointment of Custodians.......................................
Section 8.12    Access to Certain Information...................................
Section 8.13    Representations and Warranties of the Trustee...................
Section 8.14    Representations and Warranties of the Paying Agent..............

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

Section 10.01   REMIC Administration............................................
Section 10.02   Use of Agents...................................................
Section 10.03   Depositor, Master Servicer and Special Servicer to
                  Cooperate with Paying Agent...................................
Section 10.04   Appointment of REMIC Administrators.............................

                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01   Intent of the Parties; Reasonableness...........................
Section 11.02   Succession; Subcontractors......................................
Section 11.03   Filing Obligations..............................................
Section 11.04   Form 10-D Filings...............................................
Section 11.05   Form 10-K Filings...............................................
Section 11.06   Sarbanes-Oxley Certification....................................
Section 11.07   Form 8-K Filings................................................
Section 11.08   Form 15 Filing..................................................
Section 11.09   Annual Compliance Statements....................................
Section 11.10   Annual Reports on Assessment of Compliance
                  with Servicing Criteria.......................................
Section 11.11   Annual Independent Public Accountants' Servicing Report.........
Section 11.12   Indemnification.................................................
Section 11.13   Amendments......................................................

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01   Amendment.......................................................
Section 12.02   Recordation of Agreement; Counterparts..........................
Section 12.03   Limitation on Rights of Certificateholders......................
Section 12.04   Governing Law...................................................
Section 12.05   Notices.........................................................
Section 12.06   Severability of Provisions......................................
Section 12.07   Grant of a Security Interest....................................
Section 12.08   Successors and Assigns; Third Party Beneficiaries...............
Section 12.09   Article and Section Headings....................................
Section 12.10   Notices to the Rating Agencies..................................

                                    EXHIBITS

Exhibit A-1            Form of Class A-1 Certificate
Exhibit A-2            Form of Class A-2 Certificate
Exhibit A-3            Form of Class A-2FL Certificate
Exhibit A-4            Form of Class A-3 Certificate
Exhibit A-5            Form of Class A-4 Certificate
Exhibit A-6            Form of Class A-SB Certificate
Exhibit A-7            Form of Class A-1A Certificate
Exhibit A-8            Form of Class X-1 Certificate
Exhibit A-9            Form of Class X-2 Certificate
Exhibit A-10           Form of Class A-M Certificate
Exhibit A-11           Form of Class A-J Certificate
Exhibit A-12           Form of Class B Certificate
Exhibit A-13           Form of Class C Certificate
Exhibit A-14           Form of Class D Certificate
Exhibit A-15           Form of Class E Certificate
Exhibit A-16           Form of Class F Certificate
Exhibit A-17           Form of Class G Certificate
Exhibit A-18           Form of Class H Certificate
Exhibit A-19           Form of Class J Certificate
Exhibit A-20           Form of Class K Certificate
Exhibit A-21           Form of Class L Certificate
Exhibit A-22           Form of Class M Certificate
Exhibit A-23           Form of Class N Certificate
Exhibit A-24           Form of Class P Certificate
Exhibit A-25           Form of Class NR Certificate
Exhibit A-26           Form of Class S Certificate
Exhibit A-27           Form of Class R Certificate
Exhibit A-28           Form of Class LR Certificate
Exhibit B              Mortgage Loan Schedule
Exhibit C              Form of Investment Representation Letter
Exhibit D-1            Form of Transfer Affidavit
Exhibit D-2            Form of Transferor Letter
Exhibit E              Form of Request for Release
Exhibit F              Form of ERISA Representation Letter
Exhibit G              Form of Statement to Certificateholders
Exhibit H              Form of Omnibus Assignment
Exhibit I-1            Form of Regulation S Transfer Certificate
                       during Restricted Period
Exhibit I-2            Form of Regulation S Transfer Certificate after
                       Restricted Period
Exhibit J              Form of Purchase Option Notice
Exhibit K              Form of Transfer Certificate for Rule 144A Book-Entry
                       Certificate to Regulation S Book-Entry
                       Certificate during Restricted Period
Exhibit L              [Reserved]
Exhibit M              Controlling Class Certificateholder's Reports Checklist
Exhibit N              Form of Transfer Certificate for Rule 144A Book-Entry
                       Certificate to Regulation S Book-Entry
                       Certificate after Restricted Period
Exhibit O              Form of Transfer Certificate of Regulation S
                       Book-Entry Certificate to Rule 144A Global Book-Entry
                       Certificate during Restricted Period
Exhibit P              Form of Transfer Certificate for Regulation S
                       Book-Entry Certificate during Restricted Period
Exhibit Q              Form Certification to be Provided with Form 10-K
Exhibit R-1            Form of Certification to be Provided to Depositor
                       by Paying Agent
Exhibit R-2            Form of Certification to be Provided to Depositor
                       by Master Servicer
Exhibit R-3            Form of Certification to be Provided to Depositor
                       by Special Servicer
Exhibit R-4            Form of Performance Certification
Exhibit S              Initial Companion Holders
Exhibit T              Form of Notice and Certification regarding Defeasance
                       of Mortgage Loan
Exhibit U              Information Request from Certificateholder, Beneficial
                       Owner or Prospective Purchaser
Exhibit V              Trustee Certification/Exception Report
Exhibit W              [Reserved]
Exhibit X              Servicing Criteria to be Addressed in Assessment
                       of Compliance
Exhibit Y              Additional Form 10-D Disclosure
Exhibit Z              Additional Form 10-K Disclosure
Exhibit AA             Form 8-K Disclosure Information
Exhibit BB             Swap Contract

Schedule 1             Mortgage Loans Containing Additional Debt
Schedule 2             Mortgage Loans that Initially Pay Interest Only
Schedule 3             Class X Reference Rate Schedule
Schedule 4             Assumption Fees on Certain Mortgage Loans
Schedule 5             Class A-SB Planned Principal Balance Schedule

<PAGE>

[References herein to specific Classes of Certificates are included solely for
contextual purposes and are not meant to indicate any current or future
certificate structure for any series of Certificates offered by the Depositor]

            This Pooling and Servicing Agreement (the "Agreement") is dated and
effective as of [________], 20[__], among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, [____________________], as Master Servicer,
[________], as Special Servicer and [________], as Trustee and Paying Agent.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial,
multifamily and manufactured housing community mortgage loans (the "Mortgage
Loans"). As provided herein, the Paying Agent shall elect or shall cause an
election to be made to treat the Trust Fund (exclusive of the Class A-2FL
Regular Interest, the Swap Contract, the Floating Rate Account, the Excess
Interest, the Excess Interest Distribution Account and the proceeds thereof) for
federal income tax purposes as two separate real estate mortgage investment
conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC" as described
herein).

            The parties intend that the portions of the Trust Fund representing
(i) the Excess Interest, the Excess Interest Distribution Account and the
proceeds thereof and (ii) the Class A-2FL Regular Interest, the Swap Contract,
the Floating Rate Account and the proceeds thereof will be treated as a grantor
trust under subpart E of Part I of subchapter J of the Code and that the
beneficial interests therein will be represented by the Class S Certificates and
the Class A-2FL Certificates, respectively.

                                LOWER-TIER REMIC

            [The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4, Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class LA-1A-4, Class LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class LA-1A-9, Class LA-1A-10, Class
LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class LA-1A-14, Class LA-1A-15, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-2-4, Class LA-2-5, Class LA-2-6,
Class LA-2FL-1, Class LA-2FL-2, Class LA-2FL-3, Class LA-2FL-4, Class LA-2FL-5,
Class LA-2FL-6, Class LA-3-1, Class LA-3-2, Class LA-4-1, Class LA-4-2, Class
LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-SB-1, Class LA-SB-2,
Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class LA-M, Class
LA-J, Class LB, Class LC, Class LD-1, Class LD-2, Class LD-3, Class LE-1, Class
LE-2, Class LE-3, Class LF-1, Class LF-2, Class LF-3, Class LG-1, Class LG-2,
Class LH-1, Class LH-2, Class LH-3, Class LJ, Class LK-1, Class LK-2, Class LL,
Class LM, Class LN, Class LP and Class LNR Uncertificated Interests will
evidence "regular interests" in the Lower-Tier REMIC created hereunder. The sole
Class of "residual interests" in the Lower-Tier REMIC will be evidenced by the
Class LR Certificates.]

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

                                                Original Lower-Tier
           Class Designation   Interest Rate     Principal Amount
           -----------------   -------------   --------------------
           [Class LA-1-1]           (1)        $      [__________]
           [Class LA-1-2]           (1)        $      [__________]
           [Class LA-1-3]           (1)        $      [__________]
           [Class LA-1-4]           (1)        $      [__________]
           [Class LA-1A-1]          (1)        $      [__________]
           [Class LA-1A-2]          (1)        $      [__________]
           [Class LA-1A-3]          (1)        $      [__________]
           [Class LA-1A-4]          (1)        $      [__________]
           [Class LA-1A-5]          (1)        $      [__________]
           [Class LA-1A-6]          (1)        $      [__________]
           [Class LA-1A-7]          (1)        $      [__________]
           [Class LA-1A-8]          (1)        $      [__________]
           [Class LA-1A-9]          (1)        $      [__________]
           [Class LA-1A-10]         (1)        $      [__________]
           [Class LA-1A-11]         (1)        $      [__________]
           [Class LA-1A-12]         (1)        $      [__________]
           [Class LA-1A-13]         (1)        $      [__________]
           [Class LA-1A-14]         (1)        $      [__________]
           [Class LA-1A-15]         (1)        $      [__________]
           [Class LA-2-1]           (1)        $      [__________]
           [Class LA-2-2]           (1)        $      [__________]
           [Class LA-2-3]           (1)        $      [__________]
           [Class LA-2-4]           (1)        $      [__________]
           [Class LA-2-5]           (1)        $      [__________]
           [Class LA-2-6]           (1)        $      [__________]
           [Class LA-2FL-1]         (1)        $      [__________]
           [Class LA-2FL-2]         (1)        $      [__________]
           [Class LA-2FL-3]         (1)        $      [__________]
           [Class LA-2FL-4]         (1)        $      [__________]
           [Class LA-2FL-5]         (1)        $      [__________]
           [Class LA-2FL-6]         (1)        $      [__________]
           [Class LA-3-1]           (1)        $      [__________]
           [Class LA-3-2]           (1)        $      [__________]
           [Class LA-4-1]           (1)        $      [__________]
           [Class LA-4-2]           (1)        $      [__________]
           [Class LA-4-3]           (1)        $      [__________]
           [Class LA-4-4]           (1)        $      [__________]
           [Class LA-4-5]           (1)        $      [__________]
           [Class LA-4-6]           (1)        $      [__________]
           [Class LA-SB-1]          (1)        $      [__________]
           [Class LA-SB-2]          (1)        $      [__________]
           [Class LA-SB-3]          (1)        $      [__________]
           [Class LA-SB-4]          (1)        $      [__________]
           [Class LA-SB-5]          (1)        $      [__________]
           [Class LA-SB-6]          (1)        $      [__________]
           [Class LA-M]             (1)        $      [__________]
           [Class LA-J]             (1)        $      [__________]
           [Class LB]               (1)        $      [__________]
           [Class LC]               (1)        $      [__________]
           [Class LD-1]             (1)        $      [__________]
           [Class LD-2]             (1)        $      [__________]
           [Class LD-3]             (1)        $      [__________]
           [Class LE-1]             (1)        $      [__________]
           [Class LE-2]             (1)        $      [__________]
           [Class LE-3]             (1)        $      [__________]
           [Class LF-1]             (1)        $      [__________]
           [Class LF-2]             (1)        $      [__________]
           [Class LF-3]             (1)        $      [__________]
           [Class LG-1]             (1)        $      [__________]
           [Class LG-2]             (1)        $      [__________]
           [Class LH-1]             (1)        $      [__________]
           [Class LH-2]             (1)        $      [__________]
           [Class LH-3]             (1)        $      [__________]
           [Class LJ]               (1)        $      [__________]
           [Class LK-1]             (1)        $      [__________]
           [Class LK-2]             (1)        $      [__________]
           [Class LL]               (1)        $      [__________]
           [Class LM]               (1)        $      [__________]
           [Class LN]               (1)        $      [__________]
           [Class LP]               (1)        $      [__________]
           [Class LNR]              (1)        $      [__________]
           [Class LR]             None(2)                  None(2)

---------------------
(1)   The interest rate for such Class of Uncertificated Lower-Tier Interests
      shall be the Weighted Average Net Mortgage Rate.

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

                                UPPER-TIER REMIC

            [The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class NR,
Class X-1 and Class X-2 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 created hereunder will be
evidenced by the Class R Certificates.]

            The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
for each Class of Certificates and the Class A-2FL Regular Interest comprising
the interests in the Upper-Tier REMIC created hereunder:

<TABLE>
<CAPTION>

                                       Initial       Original Certificate
                                    Pass-Through     Balance or Notional     Ratings(1)
                                        Rate               Amount           (Moody's/S&P)
                                    ------------     --------------------   -------------
<S>                                 <C>              <C>                    <C>
[Class A-1 Certificates](2)          [_____]%        $        [________]       Aaa/AAA
[Class A-2 Certificates](2)          [_____]%        $        [________]       Aaa/AAA
[Class A-2FL Regular Interest](2)    [_____]%(3)     $[________](4)          Aaa/AAA(5)
[Class A-3 Certificates](2)          [_____]%(6)     $        [________]       Aaa/AAA
[Class A-4 Certificates](2)          [_____]%(6)     $        [________]       Aaa/AAA
[Class A-SB Certificates](2)         [_____]%(7)     $        [________]       Aaa/AAA
[Class A-1A Certificates](2)         [_____]%(6)     $        [________]       Aaa/AAA
[Class A-M Certificates]             [_____]%(6)     $        [________]       Aaa/AAA
[Class A-J Certificates]             [_____]%(8)     $        [________]       Aaa/AAA
[Class B Certificates]               [_____]%(8)     $        [________]       Aa2/AA
[Class C Certificates]               [_____]%(8)     $        [________]       Aa3/AA-
[Class D Certificates]               [_____]%(8)     $        [________]        A2/A
[Class E Certificates]               [_____]%(8)     $        [________]        A3/A-
[Class F Certificates]               [_____]%(8)     $        [________]      Baa1/BBB+
[Class G Certificates]               [_____]%(8)     $        [________]      Baa2/BBB
[Class H Certificates]               [_____]%(8)     $        [________]      Baa3/BBB-
[Class J Certificates]               [_____]%(7)     $        [________]       Ba1/BB+
[Class K Certificates]               [_____]%(7)     $        [________]       Ba2/BB
[Class L Certificates]               [_____]%(7)     $        [________]       Ba3/BB-
[Class M Certificates]               [_____]%(7)     $        [________]        B1/B+
[Class N Certificates]               [_____]%(7)     $        [________]        B2/B
[Class P Certificates]               [_____]%(7)     $        [________]        B3/B-
[Class NR Certificates]              [_____]%(7)     $        [________]         */*
[Class R Certificates]                      N/A(9)                 N/A(9)        */*
[Class X-1 Certificates]             [_____]%(10)    $     [________](11)      Aaa/AAA
[Class X-2 Certificates]             [_____]%(10)    $     [________](11)      Aaa/AAA

</TABLE>

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

(2)   For purposes of making distributions to the Class A-1, Class A-2, Class
      A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-2FL
      Regular Interest, the pool of Mortgage Loans will be deemed to consist of
      two distinct Loan Groups, Loan Group 1 and Loan Group 2.

(3)   The Class A-2FL Regular Interest will be uncertificated and will be
      transferred to the Trust Fund on the Closing Date, and the Trust will
      issue the Class A-2FL Certificates in exchange therefor. The Pass-Through
      Rate applicable to the Class A-2FL Certificates on each Distribution Date
      will be equal to the Class A-2FL Pass-Through Rate.

(4)   The Certificate Balance of the Class A-2FL Certificates will be equal at
      all times to the Certificate Balance of the Class A-2FL Regular Interest.
      The Original Certificate Balance of the Class A-2FL Certificates will be
      equal to $[__________].

(5)   The Class A-2FL Regular Interest will not be rated. The ratings shown are
      with respect to the Class A-2FL Certificates and only reflect receipt of
      interest at the Class A-2FL Regular Interest Pass-Through Rate.

(6)   [The Pass-Through Rate for any Distribution Date for the Class [A-3, Class
      A-4, Class A-1A and Class A-M] Certificates will be a per annum rate equal
      to the Weighted Average Net Mortgage Rate for the Distribution Date minus
      [_____]%, [_____]%, [_____]% and [____]%, respectively.]

(7)   [Subject to a maximum Pass-Through Rate equal to the Weighted Average Net
      Mortgage Rate.]

(8)   [The Pass-Through Rate for any Distribution Date for the Class [A-J, Class
      B, Class C, Class D, Class E, Class F, Class G and Class H] Certificates
      will be the Weighted Average Net Mortgage Rate.]

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

(10)  The Pass-Through Rates for each of the Class X-1 and Class X-2
      Certificates will be calculated in accordance with the related definitions
      of "Class X-1 Pass-Through Rate" and "Class X-2 Pass-Through Rate," as
      applicable.

(11)  The Class X-1 and Class X-2 Certificates will not have a Certificate
      Balance; rather, each such Class of Certificates will accrue interest as
      provided herein on the related Class X-1 Notional Amount and Class X-2
      Notional Amount, as applicable.

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

            [__________] ([___]) mortgage loans (or groups of mortgage loans),
the [________] Companion Notes and the [__________] Companion Loan
(collectively, the "Companion Loans") are not part of the Trust Fund, but are
secured by the same Mortgage that secures the related Mortgage Loan (each an "AB
Mortgage Loan" and, collectively, the "AB Mortgage Loans") that is part of the
Trust Fund. As and to the extent provided herein, the Companion Loans will be
serviced and administered in accordance with this Agreement. Amounts
attributable to the Companion Loans will not be assets of the Trust Fund, and
(except to the extent that such amounts are payable or reimbursable to any party
to this Agreement) will be owned by the related Companion Holders.

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

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized terms, unless
the context otherwise requires, shall have the meanings specified in this
Article.

            "10-K Filing Deadline": As defined in Section 11.05.

            "30/360 Mortgage Loans": The Mortgage Loans indicated as such in the
Mortgage Loan Schedule.

            "AB Mortgage Loan": As defined in the recitals to this Agreement.

            "Acceptable Insurance Default": With respect to any Mortgage Loan or
Loan Pair, other than a Mortgage Loan or a Loan Pair that expressly requires the
Mortgagor to maintain insurance coverage for acts of terrorism, a default under
the related Mortgage Loan documents arising by reason of (i) any failure on the
part of the related Mortgagor to maintain with respect to the related Mortgaged
Property specific insurance coverage with respect to, or an all-risk casualty
insurance policy that does not specifically exclude, terrorist or similar acts,
and/or (ii) any failure on the part of the related Mortgagor to maintain with
respect to the related Mortgaged Property insurance coverage with respect to
terrorist or similar acts upon terms not materially less favorable than those in
place as of the Closing Date, in each case, as to which default the Master
Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Special Servicer has determined based on inquiry consistent
with the Servicing Standards and after consultation with the Directing
Certificateholder, 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 related Mortgaged Property and
located in or around the region in which such related Mortgaged Property is
located, or (b) such insurance is not available at any rate; provided, however,
the Directing Certificateholder, will not have more than 30 days to respond to
the Special Servicer's request for consultation; provided, further, that upon
the Special Servicer's determination, consistent with the Servicing Standards,
that exigent circumstances do not allow the Special Servicer to consult with the
Directing Certificateholder, the Special Servicer will not be required to do so.
The Special Servicer shall be entitled to rely on insurance consultants in
making determinations described above. The cost of such insurance consultants
shall be paid from the Certificate Account as a Servicing Advance to the extent
the Mortgage Loan documents do not prohibit such amounts from being collected
from the related Mortgagor and otherwise as an expense of the Trust Fund.

            "Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Regular Certificates (other than the Class A-2FL
Certificates) and the Class A-2FL Regular Interest, an amount equal to interest
for the related Interest Accrual Period at the Pass-Through Rate of such Class
of Certificates or Class A-2FL Regular Interest, as applicable, for such
Distribution Date, accrued on the related Certificate Balance (or with respect
to the Class X-1 and Class X-2 Certificates, the Notional Amount of such Class)
outstanding immediately prior to such Distribution Date (provided that for
interest accrual purposes any distributions in reduction of Certificate Balance
or Notional Amount or reductions in Certificate Balance or Notional Amount as a
result of allocations of Collateral Support Deficit on the Distribution Date
occurring in an Interest Accrual Period shall be deemed to have been made on the
first day of such Interest Accrual Period). Accrued Certificate Interest shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months.

            "Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the Class X, Class
A-2FL, Class S and the Residual Certificates), and the Class A-2FL Regular
Interest that had an increase to its Certificate Balance as a result of a
recovery of Nonrecoverable Advances, an amount equal to interest at the
Pass-Through Rate applicable to that Class on the amount of such increase to its
Certificate Balance accrued from the Distribution Date on which Collateral
Support Deficit was allocated to such Class as a result of the reimbursement of
Nonrecoverable Advances from the Trust to, but not including, the Distribution
Date on which the Certificate Balance was so increased.

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

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

            "Additional Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to a party other than the lender under such Mortgage
Loan as of the Closing Date as set forth on Schedule 1 hereto, as increased or
decreased from time to time pursuant to the terms of the related subordinate
loan documents (including any subordination agreement).

            "Additional Exclusions": Exclusions in addition to those customarily
found in the insurance policies for mortgaged properties similar to the
Mortgaged Properties on September 11, 2001.

            "Additional Form 10-D Disclosure": As defined in Section 11.04.

            "Additional Form 10-K Disclosure": As defined in Section 11.05.

            "Additional Servicer": Each Affiliate of the Master Servicer that
services any of the Mortgage 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 Mortgage Loans.

            "Administrative Cost Rate": With respect to each Mortgage Loan, the
sum of the Servicing Fee Rate and the Trustee Fee Rate, in each case computed on
the basis of the Stated Principal Balance of the related Mortgage Loan and in
the same manner as interest is calculated on such Mortgage Loan.

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

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

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

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

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

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

            "Applicable Procedures": As defined in Section 5.02(b)(i).

            "Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the State of
[New York]; and (b) such other state or local tax laws whose applicability shall
have been brought to the attention of the Trustee and the Paying Agent by either
(i) an Opinion of Counsel delivered to it, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state or local tax
laws.

            "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in connection with an
Appraisal Reduction, a valuation meeting the requirements of clause (b)(i)(A)(2)
in the definition of Appraisal Reduction.

            "Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has occurred, will be an
amount calculated by the Special Servicer, as of the first Determination Date
following the date on which the Special Servicer receives or performs the
related Appraisal, equal to the excess of (a) the Stated Principal Balance of
such Mortgage Loan and any related Companion Loan, over (b) the excess of (i)
the sum of (A) [90]% of the appraised value of the related Mortgaged Property as
determined (1) by one or more Appraisals with respect to any Mortgage Loan
(together with any other Mortgage Loan cross-collateralized with such Mortgage
Loan) with an outstanding principal balance equal to or in excess of $
[________] (the costs of which shall be paid by the Master Servicer as an
Advance) or (2) by an internal valuation performed by the Special Servicer with
respect to any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) with an outstanding principal
balance less than $ [________] minus, with respect to any Appraisals, such
downward adjustments as the Special Servicer may make (without implying any
obligation to do so) based upon its review of the Appraisal and any other
information it deems relevant and (B) all escrows, letters of credit and
reserves in respect of such Mortgage Loan as of the date of calculation over
(ii) the sum of, as of the Due Date occurring in the month of the date of
determination, (A) to the extent not previously advanced by the Master Servicer
or the Trustee, all unpaid interest on such Mortgage Loan at a per annum rate
equal to its Mortgage Rate (and any accrued and unpaid interest on any related
Companion Loan), (B) all unreimbursed Advances and any Advances that were not
reimbursed out of collections on such Mortgage Loan and interest thereon at the
Reimbursement Rate in respect of such Mortgage Loan and (C) all currently due
and unpaid real estate taxes, assessments, insurance premiums, ground rents,
unpaid Special Servicing Fees and all other amounts due and unpaid with respect
to such Mortgage Loan (which taxes, premiums, ground rents and other amounts
have not been the subject of an Advance by the Master Servicer or the Trustee,
as applicable); provided, however, without limiting the Special Servicer's
obligation to order and obtain such Appraisal, if the Special Servicer has not
obtained the Appraisal or valuation, as applicable, referred to above within
[60] days of the Appraisal Reduction Event (or with respect to the Appraisal
Reduction Events set forth in clauses (i) and (vi) of the definition of
Appraisal Reduction Event, within [120] days after the initial delinquency for
the related Appraisal Reduction Event), the amount of the Appraisal Reduction
shall be deemed to be an amount equal to [25]% of the current Stated Principal
Balance of the related Mortgage Loan (or AB Mortgage Loan and its related
Companion Loan in the case of an AB Mortgage Loan), as applicable, until such
time as such appraisal or valuation referred to above is received and the
Appraisal Reduction is calculated. Within [60 days after the Appraisal Reduction
Event, the Special Servicer shall order and receive an Appraisal (the cost of
which shall be paid as a Servicing Advance); provided, however, that with
respect to an Appraisal Reduction Event as set forth in clause (i) of the
definition of Appraisal Reduction Event, the Special Servicer shall order and
receive such Appraisal within the [120]-day period set forth in such clause (i),
which Appraisal shall be delivered by the Special Servicer to the Master
Servicer, the Directing Certificateholder, the Paying Agent and the Trustee.

            With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan (for such purposes taking into account any amendment or
modification of such Mortgage Loan), the Special Servicer shall, within [thirty
(30)] days of each anniversary of the related Appraisal Reduction Event, order
an Appraisal (which may be an update of a prior Appraisal), the cost of which
shall be paid by the Master Servicer as a Servicing Advance or to conduct an
internal valuation, as applicable and, promptly following receipt of any such
Appraisal, shall deliver a copy thereof to the Master Servicer, the Directing
Certificateholder, the Paying Agent and the Trustee. Based upon such Appraisal,
the Special Servicer shall redetermine and report to the Directing
Certificateholder, the Master Servicer, the Paying Agent and the Trustee the
amount of the Appraisal Reduction with respect to such Mortgage Loan and
Companion Loan, as applicable, and such redetermined Appraisal Reduction shall
replace the prior Appraisal Reduction with respect to such Mortgage Loan and
Companion Loan, as applicable. The Directing Certificateholder shall have [ten
(10)] Business Days to review each calculation of an Appraisal Reduction;
provided, however, that if the Directing Certificateholder fails to approve or
disapprove any calculation of the Appraisal Reduction within [ten (10)] Business
Days of receipt of the initial Appraisal Reduction, such consent shall be deemed
given. Notwithstanding the foregoing, the Special Servicer will not be required
to obtain an Appraisal or conduct an internal valuation, as applicable, with
respect to a Mortgage Loan which is the subject of an Appraisal Reduction Event
to the extent the Special Servicer has obtained an Appraisal or conducted such a
valuation (in accordance with requirements of this Agreement), as applicable,
with respect to the related Mortgaged Property within the twelve-month period
immediately prior to the occurrence of such Appraisal Reduction Event. Instead,
the Special Servicer may use such prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction with respect to such Mortgage Loan;
provided that the Special Servicer is not aware of any material change to the
related Mortgaged Property having occurred and affecting the validity of such
appraisal or valuation, as applicable.

            Any Mortgage Loan previously subject to an Appraisal Reduction which
Mortgage Loan has become a Corrected Mortgage Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan), and with
respect to which no other Appraisal Reduction Event has occurred and is
continuing, will no longer be subject to an Appraisal Reduction.

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

            "Appraisal Reduction Event": With respect to any Mortgage 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 Mortgage Loan, (ii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date), becomes effective as a result of
a modification of such Mortgage Loan by the Special Servicer, (iii) the date on
which a receiver has been appointed, (iv) [60] days after a Mortgagor declares
bankruptcy, (v) [60] days after the date on which an involuntary petition of
bankruptcy is filed with respect to a Mortgagor if not dismissed within such
time, (vi) [90] days after an uncured delinquency occurs in respect of a Balloon
Payment with respect to such Mortgage Loan except where a refinancing is
anticipated within [120] days after the Maturity Date of the Mortgage Loan in
which case [120] days after such uncured delinquency, and (vii) immediately
after such Mortgage Loan becomes an REO Loan; provided, however, that an
Appraisal Reduction Event shall not occur at any time when the aggregate
Certificate Balances of all Classes of Certificates (other than the Class A
Certificates) have been reduced to zero. The Special Servicer shall notify the
Master Servicer, or the Master Servicer shall notify the Special Servicer, as
applicable, promptly upon the occurrence of any of the foregoing events.

            "ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan will accrue Excess Interest at the rate specified in the related
Mortgage Note and the Mortgagor is required to apply excess monthly cash flow
generated by the related Mortgaged Property to the repayment of the outstanding
principal balance on such Mortgage Loan.

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

            "Assignment": As defined in Section 2.01(c).

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

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

            "Authenticating Agent": The Paying Agent or any agent of the Trustee
appointed to act as Authenticating Agent pursuant to Section 5.01.

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

            (a) the aggregate amount relating to the Mortgage Loans on deposit
      in the Certificate Account (exclusive of any Net Investment Earnings
      contained therein and exclusive of any amount on deposit in or credited to
      any portion of the Certificate Account that is held for the benefit of the
      Companion Holders) and the Lower-Tier Distribution Account (without regard
      to any payments made to or received from the Swap Counterparty) as of the
      close of business on the related P&I Advance Date, exclusive of (without
      duplication):

                  (i) all Monthly Payments paid by the Mortgagors that are due
            on a Due Date following the end of the related Due Period, excluding
            interest related to payments prior to, but due after, the Cut-off
            Date;

                  (ii) all unscheduled Principal Prepayments (together with any
            related payments of interest allocable to the period following the
            related Due Date for the related Mortgage Loan), Liquidation
            Proceeds or Insurance and Condemnation Proceeds, in each case,
            received subsequent to the related Determination Date (or, with
            respect to voluntary Principal Prepayments for each Mortgage Loan
            with a Due Date occurring after the related Determination Date, the
            related Due Date);

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

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

                  (v) Excess Interest;

                  (vi) all Yield Maintenance Charges;

                  (vii) all amounts deposited in the Certificate Account, the
            Lower-Tier Distribution Account and, without duplication, the REO
            Account in error; and

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

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

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

            (d) for the Distribution Date occurring in each [________], the
      Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant
      to Section 3.26(b); and

            (e) with respect to the first Distribution Date, the Closing Date
      Deposit Amount deposited into the Distribution Account pursuant to Section
      2.01(g).

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

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

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

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

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G and Class H Certificate and the Class A-2FL Regular
Interest, a fraction (a) whose numerator is the greater of (x) zero and (y) the
amount by which (i) the Pass-Through Rate on such Class of Certificates or the
Class A-2FL Regular Interest, as applicable, exceeds (ii) the discount rate used
in accordance with the related Mortgage Loan documents in calculating the Yield
Maintenance Charge with respect to such Principal Prepayment and (b) whose
denominator is the amount by which (i) the Mortgage Rate on such Mortgage Loan
exceeds (ii) the discount rate used in accordance with the related Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect to such
Principal Prepayment. However, under no circumstances shall the Base Interest
Fraction be greater than one. If such discount rate is greater than the Mortgage
Rate on such Mortgage Loan, then the Base Interest Fraction will equal zero. The
Master Servicer shall provide to the Paying Agent the discount rate references
above for purposes of calculating the Base Interest Fraction.

            "Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(c),
the amount of such proceeds (net of any expenses incurred in connection with
such bid and the transfer of servicing), multiplied by a fraction equal to (a)
the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor,
as the case may be, as of such date of determination, over (b) the aggregate of
the Servicing Fee Amounts for the Master Servicer and all Sub-Servicers therefor
as of such date of determination.

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

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

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

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

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

            "Certificate Account": A segregated custodial account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[____________________], as Master Servicer, on behalf of [________],
as Trustee, in trust for the registered holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[________], Certificate Account." Any such account or accounts shall be an
Eligible Account. Subject to the related Intercreditor Agreement and taking into
account that each Companion Loan is subordinate to the related AB Mortgage Loan
to the extent set forth in the related Intercreditor Agreement, the subaccount
described in the next to last paragraph of Section 3.04(a) that is part of the
Certificate Account shall be for the benefit of the related Companion Holder, to
the extent funds on deposit in such subaccount are attributed to such Companion
Loan and shall not be an asset of the Trust Fund or the Upper-Tier REMIC or
Lower-Tier REMIC formed hereunder.

            "Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates, the Class S Certificates and the Class X
Certificates) and the Class A-2FL Regular Interest, (i) on or prior to the first
Distribution Date, an amount equal to the Original Certificate Balance of such
Class as specified in the Preliminary Statement hereto, and (ii) as of any date
of determination after the first Distribution Date, the Certificate Balance of
such Class of Certificates or the Class A-2FL Regular Interest on the
Distribution Date immediately prior to such date of determination (determined as
adjusted pursuant to Section 1.02(iii)). The Certificate Balance (including the
Original Certificate Balance) of the Class A-2FL Certificates shall be equal at
all times to the Certificate Balance of the Class A-2FL Regular Interest.

            "Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class A-2FL Certificates)
and the Class A-2FL Regular Interest, the amount of Mortgage Deferred Interest
allocated to such Class of Certificates or the Class A-2FL Regular Interest, as
applicable, pursuant to Section 4.06(a).

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

            "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the 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 Ownership Certification": As defined in Section 5.06.

            "Certificate Register" and "Certificate Registrar": The register
maintained and 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, any Certificate registered in the name of the Master Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Depositor, or any
Mortgage Loan Seller or any Affiliate thereof shall be deemed not to be
outstanding, and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver has been obtained, if
such consent, approval or waiver sought from such party would in any way
increase its compensation or limit its obligations as Master Servicer, Special
Servicer, Depositor or Trustee, as applicable, hereunder; provided, however, so
long as there is no Event of Default with respect to the Master Servicer or the
Special Servicer, the Master Servicer and the Special Servicer shall be entitled
to exercise such Voting Rights with respect to any issue which could reasonably
be believed to adversely affect such party's compensation or increase its
obligations or liabilities hereunder; and provided, further, however, that such
restrictions shall not apply to the exercise of the Special Servicer's rights
(or the Master Servicer's or any Mortgage Loan Seller's rights, if any) or any
of their Affiliates as a member of the Controlling Class. The Trustee and the
Paying Agent shall each be entitled to request and rely upon a certificate of
the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

            "Certification Parties": As defined in Section 11.06.

            "Certifying Person": As defined in Section 11.06.

            "Certifying Servicer" means the Master Servicer, the Special
Servicer, the Trustee or an Additional Servicer, as the case may be.

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

            "Class A Certificate": Any Class A-1, Class A-1A, Class A-2, Class
A-2FL, Class A-3, Class A-4 and Class A-SB Certificate.

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class A-1A Certificate": A Certificate designated as "Class A-1A"
on the face thereof, in the form of Exhibit A-7 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class A-2FL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or interest
distributions 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 Contract for such Distribution Date, less
(iii) all amounts (exclusive of any Yield Maintenance Charges allocated in
respect of the Class A-2FL Regular Interest) required to be paid to the Swap
Counterparty pursuant to the Swap Contract for such Distribution Date.

            "Class A-2FL Certificate": A Certificate designated as "Class A-2FL"
on the face thereof, in the form of Exhibit A-3 hereto, and evidencing an
undivided beneficial in the portion of the Grantor Trust consisting of the Class
A-2FL Regular Interest, the Floating Rate Account, the Swap Contract and the
proceeds thereof.

            "Class A-2FL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Swap Default while the
Trustee (or the Paying Agent on its behalf) is pursuing remedies under the Swap
Contract pursuant to Section 3.32 or (ii) following the termination of the Swap
Contract, the conversion of distributions to the Class A-2FL Certificates from
distributions based, in part, on interest payments from the Swap Counterparty
under the Swap Contract to distributions based solely on distributions in
respect of the Class A-2FL Regular Interest, as specified in Section 4.01(k).

            "Class A-2FL Fixed Swap Payment": With respect to any Distribution
Date, the amount required to be paid to the Swap Counterparty by the Trust under
the Swap Contract.

            "Class A-2FL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by the Swap
Counterparty under the Swap Contract.

            "Class A-2FL Interest Distribution Amount": With respect to any
Distribution Date, the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-2FL Pass-Through Rate applicable for such
Distribution Date on the Certificate Balance outstanding immediately prior to
such Distribution Date of such Class and (b) to the extent not previously paid,
amounts of interest distributable on the Class A-2FL Certificates for all
previous Distribution Dates.

            "Class A-2FL Net Swap Payment": With respect to the related Interest
Accrual Period, the excess, if any of (i) the Class A-2FL Fixed Swap Payment,
over (ii) the Class A-2FL Floating Swap Payment.

            "Class A-2FL Pass-Through Rate": With respect to any Distribution
Date for which a Class A-2FL Distribution Conversion has not occurred and is not
continuing, a per annum rate equal to LIBOR plus [_____]%, and with respect to
any Distribution Date on which a Class A-2FL Distribution Conversion has
occurred and is continuing, a per annum rate equal to the Class A-2FL Regular
Interest Pass-Through Rate.

            "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
corresponding to the Class A-2FL Certificates and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-2FL Regular Interest Distribution Amount": With respect to
any Distribution Date, the aggregate distributions on the Class A-2FL Regular
Interest pursuant to this Agreement, including, but not limited to, any payments
of interest, principal, Yield Maintenance Charges and/or reimbursements.

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

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, in the form of Exhibit A-4 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to [_____]%.

            "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, in the form of Exhibit A-5 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to [_____]%.

            "Class A-J Certificate": A Certificate designated as "Class A-J" on
the face thereof, in the form of Exhibit A-11 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class A-M Certificate": A Certificate designated as "Class A-M" on
the face thereof, in the form of Exhibit A-10 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class A-SB Certificate": A Certificate designated as "Class A-SB"
on the face thereof, in the form of Exhibit A-6 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such Distribution Date
specified in Schedule 5 hereto relating to the Class A-SB Certificates.

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-14 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-15 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-16 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-17 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-18 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-20 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

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

            "Class LA-1-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

            "Class LA-1A-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-7 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-8 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-9 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-10 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-11 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-12 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-13 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-14 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-1A-15 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

            "Class LA-2-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2FL-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

            "Class LA-2FL-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2FL-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2FL-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2FL-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-3-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-3-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-4-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-4-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-4-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-4-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-4-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-4-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

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

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

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

            "Class LA-SB-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-SB-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-SB-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-SB-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

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

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

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

            "Class LD-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

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

            "Class LE-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

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

            "Class LF-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

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

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

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

            "Class LH-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

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

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

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

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

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

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

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

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

            "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-28 hereto, evidencing the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-22 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class Notional Amount": The Class X-1 Notional Amount or the Class
X-2 Notional Amount, as the context requires.

            "Class NR Certificate": A Certificate designated as "Class NR" on
the face thereof, in the form of Exhibit A-25 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-24 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof in the form of Exhibit A-27 hereto, and evidencing the sole class
of "residual interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.

            "Class S Certificate": A Certificate designated as "Class S" on the
face thereof, in the form of Exhibit A-26 hereto, and evidencing an undivided
beneficial interest in the portion of the Grantor Trust consisting of the Excess
Interest, the Excess Interest Distribution Account and the proceeds thereof.

            "Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Certificates (other than the Class A-2FL Certificates) or the Class
A-2FL Regular Interest, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class of Certificates or
the Class A-2FL Regular Interest, as applicable, for the immediately preceding
Distribution Date and (ii) any outstanding Class Unpaid Interest Shortfall
payable to such Class of Certificates or the Class A-2FL Regular Interest, as
applicable, on such preceding Distribution Date over (b) the aggregate amount in
respect of interest actually distributed to such Class of Certificates or the
Class A-2FL Regular Interest, as applicable, on such immediately preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect to any Class
of Certificates and the Class A-2FL Regular Interest as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.

            "Class X Certificates": The Class X-1 Certificates and the Class X-2
Certificates.

            "Class X Reference Rate": With respect to any Distribution Date, the
rate for such Distribution Date specified in Schedule 3 hereto.

            "Class X-1 Certificate": Any one of the Certificates with a "Class
X-1" designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.

            Class X-1 Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of all the Components.

            "Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1 Strip Rates for the respective
Components for such Distribution Date (weighted on the basis of the respective
Component Notional Amounts of such Components outstanding immediately prior to
such Distribution Date).

            "Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components that are Class X-2 Components which are
included for purposes of calculating the Class X-2 Notional Amount for such
Distribution Date) for any Distribution Date, a rate per annum equal to (i) the
Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Related Certificates and (B) with respect to any
Components that are Class X-2 Components which are included for purposes of
calculating the Class X-2 Notional Amount for such Distribution Date (i) for any
Distribution Date occurring on or before the Class X-2 Termination Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus (y)(1) with
respect to Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component XA-1A-1, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15 and Component XA-M,
the sum of (I) the Class X-2 Strip Rate for the applicable Class X-2 Component
and (II) the Pass-Through Rate for the Related Certificates for such
Distribution Date and (2) for each other Class X-2 Component, the greater of (I)
the Class X Reference Rate for such Distribution Date and (II) the Pass-Through
Rate for the Related Certificate for such Distribution Date, and (ii) for any
Distribution Date occurring after the Class X-2 Termination Date, a rate per
annum equal to (x) the Weighted Average Net Mortgage Rate for such Distribution
Date, minus (y) the Pass-Through Rate for the Related Certificates for such
Distribution Date; provided, that in no event shall any Class X-1 Strip Rate be
less than zero.

            "Class X-2 Certificate": Any one of the Certificates with a "Class
X-2" designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto and evidencing a "regular interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.

            "Class X-2 Components": Each of Component XA-1-2, Component XA-1-3,
Component XA-1-4, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XA-2-1,
Component XA-2-2, Component XA-2-3, Component XA-2-4, Component XA-2-5,
Component XA-2-6, Component XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3,
Component XA-2FL-4, Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1,
Component XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3, Component XJ,
Component XK-1, Component XK-2 and Component XL.

            "Class X-2 Notional Amount": (i) With respect to any Distribution
Date on or prior to the Distribution Date in [__________], the sum of the then
Component Notional Amounts of Component XA-1-2, Component XA-1-3, Component
XA-1-4, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4, Component
XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8, Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XA-2-1, Component
XA-2-2, Component XA-2-3, Component XA-2-4, Component XA-2-5, Component XA-2-6,
Component XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3, Component XA-2FL-4,
Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1, Component XA-3-2,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-SB-1, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC, Component XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, Component XF-3, Component XG-1, Component XG-2,
Component XH-1, Component XH-2, Component XH-3, Component XJ, Component XK-1,
Component XK-2 and Component XL.

                  (ii) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1-3, Component XA-1-4, Component
            XA-1A-3, Component XA-1A-4, Component XA-1A-5, Component XA-1A-6,
            Component XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component
            XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
            XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XA-2-1,
            Component XA-2-2, Component XA-2-3, Component XA-2-4, Component
            XA-2-5, Component XA-2-6, Component XA-2FL-1, Component XA-2FL-2,
            Component XA-2FL-3, Component XA-2FL-4, Component XA-2FL-5,
            Component XA-2FL-6, Component XA-3-1, Component XA-3-2, Component
            XA-4-1, Component XA-4-2, Component XA-4-3, Component XA-4-4,
            Component XA-4-5, Component XA-4-6, Component XA-SB-1, Component
            XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,
            Component XA-SB-6, Component XA-M, Component XA-J, Component XB,
            Component XC, Component XD-1, Component XD-2, Component XD-3,
            Component XE-1, Component XE-2, Component XE-3, Component XF-1,
            Component XF-2, Component XF-3, Component XG-1, Component XG-2,
            Component XH-1, Component XH-2, Component XH-3, Component XJ,
            Component XK-1, Component XK-2 and Component XL.

                  (iii) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1-4, Component XA-1A-4, Component
            XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
            Component XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
            XA-1A-12, Component XA-1A-13, Component XA-1A-14, Component
            XA-1A-15, Component XA-2-1, Component XA-2-2, Component XA-2-3,
            Component XA-2-4, Component XA-2-5, Component XA-2-6, Component
            XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3, Component
            XA-2FL-4, Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1,
            Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
            XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
            Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component
            XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
            Component XA-J, Component XB, Component XC, Component XD-1,
            Component XD-2, Component XD-3, Component XE-1, Component XE-2,
            Component XE-3, Component XF-1, Component XF-2, Component XF-3,
            Component XG-1, Component XG-2, Component XH-1, Component XH-2,
            Component XH-3, Component XJ, Component XK-1, Component XK-2 and
            Component XL.

                  (iv) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-5, Component XA-1A-6, Component
            XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component XA-1A-10,
            Component XA-1A-11, Component XA-1A-12, Component XA-1A-13,
            Component XA-1A-14, Component XA-1A-15, Component XA-2-2, Component
            XA-2-3, Component XA-2-4, Component XA-2-5, Component XA-2-6,
            Component XA-2FL-2, Component XA-2FL-3, Component XA-2FL-4,
            Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1, Component
            XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
            Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
            XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
            Component XA-SB-5, Component XA-SB-6, Component XA-M, Component
            XA-J, Component XB, Component XC, Component XD-1, Component XD-2,
            Component XD-3, Component XE-1, Component XE-2, Component XE-3,
            Component XF-1, Component XF-2, Component XF-3, Component XG-1,
            Component XG-2, Component XH-1, Component XH-2, Component XH-3,
            Component XJ, Component XK-1, Component XK-2 and Component XL.

                  (v) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-6, Component XA-1A-7, Component
            XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
            Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
            Component XA-1A-15, Component XA-2-3, Component XA-2-4, Component
            XA-2-5, Component XA-2-6, Component XA-2FL-3, Component XA-2FL-4,
            Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1, Component
            XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
            Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
            XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
            Component XA-SB-5, Component XA-SB-6, Component XA-M, Component
            XA-J, Component XB, Component XC, Component XD-1, Component XD-2,
            Component XD-3, Component XE-1, Component XE-2, Component XE-3,
            Component XF-1, Component XF-2, Component XF-3, Component XG-1,
            Component XG-2, Component XH-1, Component XH-2, Component XH-3,
            Component XJ and Component XK-2.

                  (vi) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-7, Component XA-1A-8, Component
            XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
            Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
            Component XA-2-4, Component XA-2-5, Component XA-2-6, Component
            XA-2FL-4, Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1,
            Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
            XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
            Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component
            XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
            Component XA-J, Component XB, Component XC, Component XD-1,
            Component XD-2, Component XD-3, Component XE-1, Component XE-2,
            Component XE-3, Component XF-1, Component XF-2, Component XF-3,
            Component XG-1, Component XG-2, Component XH-2 and Component XH-3.

                  (vii) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-8, Component XA-1A-9, Component
            XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
            XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XA-2-5,
            Component XA-2-6, Component XA-2FL-5, Component XA-2FL-6, Component
            XA-3-1, Component XA-3-2, Component XA-4-1, Component XA-4-2,
            Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
            XA-4-6, Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
            Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
            XA-M, Component XA-J, Component XB, Component XC, Component XD-1,
            Component XD-2, Component XD-3, Component XE-1, Component XE-2,
            Component XE-3, Component XF-1, Component XF-2, Component XF-3,
            Component XG-1, Component XG-2 and Component XH-3.

                  (viii) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-9, Component XA-1A-10, Component
            XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
            XA-1A-14, Component XA-1A-15, Component XA-2-6, Component XA-2FL-6,
            Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
            XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
            Component XA-4-6, Component XA-SB-1, Component XA-SB-2, Component
            XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
            Component XA-M, Component XA-J, Component XB, Component XC,
            Component XD-1, Component XD-2, Component XD-3, Component XE-1,
            Component XE-2, Component XE-3, Component XF-1, Component XF-2,
            Component XF-3 and Component XG-2.

                  (ix) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-10, Component XA-1A-11,
            Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
            Component XA-1A-15, Component XA-3-2, Component XA-4-1, Component
            XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
            Component XA-4-6, Component XA-SB-1, Component XA-SB-2, Component
            XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
            Component XA-M, Component XA-J, Component XB, Component XC,
            Component XD-1, Component XD-2, Component XD-3, Component XE-1,
            Component XE-2, Component XE-3, Component XF-2 and Component XF-3.

                  (x) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-11, Component XA-1A-12,
            Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
            Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
            XA-4-5, Component XA-4-6, Component XA-SB-2, Component XA-SB-3,
            Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
            XA-M, Component XA-J, Component XB, Component XC, Component XD-1,
            Component XD-2, Component XD-3, Component XE-1, Component XE-2,
            Component XE-3 and Component XF-3.

                  (xi) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-12, Component XA-1A-13,
            Component XA-1A-14, Component XA-1A-15, Component XA-4-3, Component
            XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-3,
            Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
            XA-M, Component XA-J, Component XB, Component XC, Component XD-1,
            Component XD-2, Component XD-3 and Component XE-2, Component XE-3.

                  (xii) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-13, Component XA-1A-14,
            Component XA-1A-15, Component XA-4-4, Component XA-4-5, Component
            XA-4-6, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
            Component XA-M, Component XA-J, Component XB, Component XC,
            Component XD-1, Component XD-2, Component XD-3 and Component XE-3.

                  (xiii) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-14, Component XA-1A-15,
            Component XA-4-5, Component XA-4-6, Component XA-SB-5, Component
            XA-SB-6, Component XA-M, Component XA-J, Component XB, Component XC,
            Component XD-2 and Component XD-3.

                  (xiv) With respect to any Distribution Date after the
            Distribution Date in [__________] through and including the
            Distribution Date in [__________], the sum of the then Component
            Notional Amounts of Component XA-1A-15, Component XA-4-6, Component
            XA-SB-6, Component XA-M, Component XA-J, Component XB, Component XC
            and Component XD-3.

                  (xv) after the Distribution Date in [________], $0.

            "Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2 Strip Rates for the respective Class
X-2 Components that are Class X-2 Components which are included for purposes of
calculating the Class X-2 Notional Amount for such Distribution Date (weighted
on the basis of the respective Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date).

            "Class X-2 Strip Rate": With respect to each Class X-2 Component for
any Distribution Date, a rate per annum equal to (i) for any Distribution Date
occurring on or before the Class X-2 Termination Date, (A) with respect to
Component X[_]-3-1 and Component X[_]-3-2, the lesser of (1) [_____]% and (2)
the Weighted Average Net Mortgage Rate for such Distribution Date minus the
Pass-Through Rate in effect on such Distribution Date for the Class A-3
Certificates, (B) with respect to Component X[_]-1, Component X[_]-2, Component
X[_]-3, Component X[_]-4, Component X[_]-5 and Component X[_]-6, the lesser of
(1) [_____]% and (2) the Weighted Average Net Mortgage Rate for such
Distribution Date minus the Pass-Through Rate in effect on such Distribution
Date for the Class A-4 Certificates, (C) with respect to Component X[_]-2,
Component X[_]-3, Component X[_]-4, Component X[_]-5, Component X[_]-6,
Component X[_]-7, Component X[_]-8, Component X[_]-9, Component X[_]-10,
Component X[_]-11, Component X[_]-12, Component X[_]-13, Component X[_]-14 and
Component X[_]-15, the lesser of (1) [_____]% and (2) the Weighted Average Net
Mortgage Rate for such Distribution Date minus the Pass-Through Rate in effect
on such Distribution Date for the Class A-1A Certificates, (D) with respect to
Component X[_]-M, the lesser of (1) [_____]% and (2) the Weighted Average Net
Mortgage Rate for such Distribution Date minus the Pass-Through Rate in effect
on such Distribution Date for the Class A-M Certificates, and (E) with respect
to each other Class X-2 Component, (1) the lesser of (I) the Weighted Average
Net Mortgage Rate for such Distribution Date and (II) the Class X Reference Rate
for such Distribution Date, minus (2) the Pass-Through Rate for the Related
Certificates (provided, that in no event shall any Class X-2 Strip Rate be less
than zero) and (ii) for any Distribution Date occurring after the Class X-2
Termination Date, 0% per annum.

            "Class X-2 Termination Date": The Distribution Date in November
2012.

            "Clearstream": Clearstream Banking, societe anonyme or any successor
thereto.

            "Closing Date": [________], 20[__].

            "Closing Date Deposit Amount": $[__________], representing the
aggregate amount of interest that would have accrued at the related Mortgage
Rates during the Due Period ending in [________] 20[__], for those Mortgage
Loans originated in [________] 20[__] that do not have their first Monthly
Payment due until [________] 20[__].

            "CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the Paying Agent,
the Master Servicer and the Directing Certificateholder.

            "CMSA Advance Recovery Report": The 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 approved by the CMSA for
commercial mortgage securities transactions generally as is reasonably
acceptable to the Master Servicer and the Special Servicer.

            "CMSA Bond Level File": The data file in the "CMSA Bond Level File"
format substantially in the form of and containing the information called for
therein, or such other form for the presentation of such information as may be
approved from time to time by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Bond Level
File" available as of the Closing Date on the CMSA website, as is reasonably
acceptable to the Paying Agent.

            "CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and containing the
information called for therein, or such other form for the presentation of such
information as may be approved from time to time by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Collateral Summary File" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Paying Agent, the Trustee and the
Master Servicer.

            "CMSA Comparative Financial Status Report": The monthly report in
"Comparative Financial Status Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "Comparative Financial Status Report" available as
of the Closing Date on the CMSA website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.

            "CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for the form of the "Delinquent Loan Status Report" available as of the
Closing Date on the CMSA website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.

            "CMSA Financial File": The data file in the "CMSA Financial File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Financial File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.

            "CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Liquidation Report" available as of the Closing Date
on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification and Corrected
Mortgage Loan Report" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "Historical Loan Modification and Corrected Mortgage Loan
Report" available as of the Closing Date on the CMSA website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable.

            "CMSA Investor Reporting Package (IRP)": The collection of reports
specified by the CMSA from time to time as the "CMSA Investor Reporting
Package." As of the Closing Date, the CMSA IRP contains seven electronic files
((1) CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3) CMSA
Property File, (4) CMSA Bond Level File, (5) CMSA Collateral Summary File, (6)
CMSA Financial File and (7) CMSA Special Servicer Loan File) and ten
surveillance reports ((1) CMSA Servicer Watch List, (2) CMSA Delinquent Loan
Status Report, (3) CMSA REO Status Report, (4) CMSA Comparative Financial Status
Report, (5) CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, (6) CMSA Historical Liquidation Report, (7) CMSA Operating Statement
Analysis Report, (8) CMSA NOI Adjustment Worksheet, (9) CMSA Loan Level
Reserve/LOC Report and (10) CMSA Reconciliation of Funds Report). In addition,
the CMSA Investor Reporting Package shall include the CMSA Advance Recovery
Report and the CMSA Realized Loss Report. The CMSA IRP shall be substantially in
the form of, and containing the information called for in, the downloadable
forms of the "CMSA IRP" 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 or reports as may from time to time be approved by the
CMSA for commercial mortgage backed securities transaction generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA IRP" available as of the Closing Date on the
CMSA website, as is reasonably acceptable to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent. For the purposes of the production
of the CMSA Comparative Financial Status Report by the Master Servicer or the
Special Servicer of any such report that is required to state information for
any period prior to the Cut off Date, 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
Mortgage Loan Sellers or by the related Mortgagor 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 produced by the Special Servicer, by the Master Servicer (if other than
the Special Servicer or an Affiliate thereof).

            "CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "Loan Level Reserve/LOC Report" available as of
the Closing Date on the CMSA website, is reasonably acceptable to the Master
Servicer.

            "CMSA Loan Periodic Update File": The data file in the "CMSA Loan
Periodic Update File" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "CMSA Loan Periodic Update File" available as of the Closing
Date on the CMSA website, as is reasonably acceptable to the Master Servicer,
the Paying Agent and the Trustee.

            "CMSA Loan Setup File": The data file in the "CMSA Loan Setup File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Loan Setup File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer and the Paying Agent.

            "CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "CMSA NOI Adjustment Worksheet" available as of the Closing Date
on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.

            "CMSA Operating Statement Analysis Report": The monthly report in
the "Operating Statement Analysis Report" format substantially in the form of
and containing the information called for therein for the Mortgage Loans, or
such other form for the presentation of such information as may be approved from
time to time by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Operating Statement
Analysis Report" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.

            "CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Property File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.

            "CMSA Realized Loss Report": The report in the "Servicer Realized
Loss Form" format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "CMSA Realized Loss Report" available as of the Closing Date on
the CMSA website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable.

            "CMSA Reconciliation of Funds Report": The monthly report in the
"Reconciliation of Funds" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "Reconciliation of Funds" available as of the Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.

            "CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA REO Status Report" available as of the Closing Date on the CMSA website,
is reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.

            "CMSA Servicer Watch List and Portfolio Review Guidelines": As of
each Determination Date a report, including and identifying each Non Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review Guidelines"
approved from time to time by the CMSA in the "CSMA Servicer Watch List" format
substantially in the form of and containing the information called for therein
for the Mortgage Loans, or such other form (including other portfolio review
guidelines) for the presentation of such information as may be approved from
time to time by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Servicer Watch List"
available as of the Closing Date on the CMSA website, is reasonably acceptable
to the Master Servicer.

            "CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Special Servicer Loan File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Special Servicer.

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

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

            "Commission": The Securities and Exchange Commission.

            "Companion Distribution Account": With respect to the Companion
Loans, the separate account created and maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which
shall be entitled "[____________________], as Companion Paying Agent for the
Companion Holders of the Companion Loans, relating to the J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [________]." The Companion Distribution Account shall not
be an asset of the Trust Fund, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and the Companion
Paying Agent are the same entity, the Companion Distribution Account may be the
subaccount referenced in the second to the last paragraph of Section 3.04(a).

            "Companion Holder": Each of the holders of the Companion Loans.

            "Companion Loan": As defined in the Preliminary Statement.

            "Companion Paying Agent": The Master Servicer in its role as
Companion Paying Agent appointed pursuant to Section 3.30.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.

            "Compensating Interest Payments": With respect to each Mortgage Loan
(or REO Loan), an amount as of any Distribution Date equal to the lesser of (i)
the aggregate amount of Prepayment Interest Shortfalls and (ii) the aggregate of
(A) that portion of Servicing Fees for such Distribution Date that is, in the
case of each and every Mortgage Loan and REO Loan for which such Servicing Fees
are being paid for such Due Period, calculated at [_____]% per annum, and (B)
all Prepayment Interest Excesses received in respect of the Mortgage Loans for
the related Distribution Date and (C) to the extent earned on Principal
Prepayments, Net Investment Earnings received by the Master Servicer during such
Due Period with respect to the Mortgage Loans and related Companion Loan related
to such Prepayment Interest Shortfalls. However, if a Prepayment Interest
Shortfall occurs as a result of the Master Servicer's allowing the related
Mortgagor to deviate from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (X) subsequent to a default under
the related Mortgage Loan documents (with the consent of the Special Servicer),
(Y) pursuant to applicable law or a court order, or (Z) at the request or with
the consent of the Directing Certificateholder), then, for purposes of
calculating the Compensating Interest Payment for the related Distribution Date,
the amount in clause (ii) above shall be the aggregate of (1) all Servicing Fees
for such Due Period, (2) all Prepayment Interest Excesses and (3) to the extent
earned solely on Principal Prepayments, Net Investment Earnings received by the
Master Servicer during such Due Period with respect to the Mortgage Loan subject
to such Principal Prepayment. In no event will the rights of the
Certificateholders to offset the aggregate Prepayment Interest Shortfalls be
cumulative.

            "Component": Each of Component XA-1-1, Component XA-1-2, Component
XA-1-3, Component XA-1-4, Component XA-1A-1, Component XA-1A-2, Component
XA-1A-3, Component XA-1A-4, Component XA-1A-5, Component XA-1A-6, Component
XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component XA-2-2, Component XA-2-3, Component
XA-2-4, Component XA-2-5, Component XA-2-6, Component XA-2FL-1, Component
XA-2FL-2, Component XA-2FL-3, Component XA-2FL-4, Component XA-2FL-5, Component
XA-2FL-6, Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-M, Component XA-J, Component
XB, Component XC, Component XD-1, Component XD-2, Component XD-3, Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component XF-2, Component
XF-3, Component XG-1, Component XG-2, Component XH-1, Component XH-2, Component
XH-3, Component XJ, Component XK-1, Component XK-2, Component XL, Component XM,
Component XN, Component XP and Component XNR.

            "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 Related Uncertificated Lower-Tier Interest.

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

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

            "Component XA-1-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-3 Uncertificated Interest as of any date of
determination.

            "Component XA-1-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-4 Uncertificated Interest as of any date of
determination.

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

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

            "Component XA-1A-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-3 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-4 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-5 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-6 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-7": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-7 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-8": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-8 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-9": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-9 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-10": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-10 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-11": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-11 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-12": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-12 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-13": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-13 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-14": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-14 Uncertificated Interest as of any date of
determination.

            "Component XA-1A-15": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1A-15 Uncertificated Interest as of any date of
determination.

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

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

            "Component XA-2-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LA-2-3 Uncertificated Interest as of any date of determination.

            "Component XA-2-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LA-2-4 Uncertificated Interest as of any date of determination.

            "Component XA-2-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2-5 Uncertificated Interest as of any date of
determination.

            "Component XA-2-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2-6 Uncertificated Interest as of any date of
determination.

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

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

            "Component XA-2FL-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2FL-3 Uncertificated Interest as of any date of
determination.

            "Component XA-2FL-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2FL-4 Uncertificated Interest as of any date of
determination.

            "Component XA-2FL-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2FL-5 Uncertificated Interest as of any date of
determination.

            "Component XA-2FL-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2FL-6 Uncertificated Interest as of any date of
determination.

            "Component XA-3-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-3-1 Uncertificated Interest as of any date of
determination.

            "Component XA-3-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-3-2 Uncertificated Interest as of any date of
determination.

            "Component XA-4-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-1 Uncertificated Interest as of any date of
determination.

            "Component XA-4-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-2 Uncertificated Interest as of any date of
determination.

            "Component XA-4-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-3 Uncertificated Interest as of any date of
determination.

            "Component XA-4-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-4 Uncertificated Interest as of any date of
determination.

            "Component XA-4-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-5 Uncertificated Interest as of any date of
determination.

            "Component XA-4-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-6 Uncertificated Interest as of any date of
determination.

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

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

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

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

            "Component XA-SB-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-SB-3 Uncertificated Interest as of any date of
determination.

            "Component XA-SB-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-SB-4 Uncertificated Interest as of any date of
determination.

            "Component XA-SB-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-SB-5 Uncertificated Interest as of any date of
determination.

            "Component XA-SB-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-SB-6 Uncertificated Interest as of any date of
determination.

            "Component XB": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LB Uncertificated Interest as of any date of determination.

            "Component XC": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LC Uncertificated Interest as of any date of determination.

            "Component XD-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LD-1 Uncertificated Interest as of any date of
determination.

            "Component XD-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LD-2 Uncertificated Interest as of any date of
determination.

            "Component XD-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LD-3 Uncertificated Interest as of any date of
determination.

            "Component XE-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LE-1 Uncertificated Interest as of any date of
determination.

            "Component XE-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LE-2 Uncertificated Interest as of any date of
determination.

            "Component XE-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LE-3 Uncertificated Interest as of any date of
determination.

            "Component XF-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LF-1 Uncertificated Interest as of any date of
determination.

            "Component XF-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LF-2 Uncertificated Interest as of any date of
determination.

            "Component XF-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LF-3 Uncertificated Interest as of any date of
determination.

            "Component XG-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LG-1 Uncertificated Interest as of any date of determination.

            "Component XG-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LG-2 Uncertificated Interest as of any date of determination.

            "Component XH-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LH-1 Uncertificated Interest as of any date of determination.

            "Component XH-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LH-2 Uncertificated Interest as of any date of determination.

            "Component XH-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LH-3 Uncertificated Interest as of any date of determination.

            "Component XJ": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LJ Uncertificated Interest as of any date of determination.

            "Component XK-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LK-1 Uncertificated Interest as of any date of
determination.

            "Component XK-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LK-2 Uncertificated Interest as of any date of
determination.

            "Component XL": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2 Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LL Uncertificated Interest as of any date of determination.

            "Component XM": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the current Lower-Tier
Principal Amount of the Class LM Uncertificated Interest as of any date of
determination.

            "Component XN": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the current Lower-Tier
Principal Amount of the Class LN Uncertificated Interest as of any date of
determination.

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

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

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X Certificates)
then outstanding that has a then aggregate Certificate Balance at least equal to
[25]% of the Original Certificate Balance of such Class of Certificates. As of
the Closing Date, the Controlling Class will be the Class NR Certificates. In
determining the most subordinate Class of Regular Certificates for the purpose
of determining the Controlling Class, such determination shall be made without
consideration of Appraisal Reductions, if any, allocated to any Class of Regular
Certificates.

            "Controlling Class Certificateholder's Option Period": As defined in
Section 3.18(a)(ii).

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

            "Controlling Class Option Holder": As defined in Section 3.18(a)(i).

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at [____________________].

            "Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan or Companion Loan, whether by a consensual modification or in
connection with a bankruptcy, insolvency or similar proceeding involving the
Mortgagor), and (provided that no additional default is foreseeable in the
reasonable judgment of the Special Servicer and no other event or circumstance
exists that causes such Mortgage Loan or Companion Loan to otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the Special Servicer
has returned to the Master Servicer pursuant to Section 3.21(a).

            "Crossed Group": With respect to any Mortgage Loan, such Mortgage
Loan and all other Mortgage Loans that are cross-collateralized and
cross-defaulted with such Mortgage Loan.

            "Crossed Loan": A Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans.

            "Crossed Loan Repurchase Criteria": (i) The weighted average Debt
Service Coverage Ratio for all remaining related Crossed Loans for the most
recent twelve month period covered by an annual operating statement for the
related Mortgaged Properties preceding the repurchase or substitution shall not
be less than the greater of (a) the Debt Service Coverage Ratio for all such
related Crossed Loans, including the affected Crossed Loan, for the most recent
twelve month period covered by an annual operating statement for the related
Mortgaged Properties preceding the repurchase or substitution, and (b) [1.25]x,
(ii) the weighted average LTV Ratio for all remaining related Crossed Loans
determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the lesser of (a) the weighted average LTV
Ratio for all such related Crossed Loans, including 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 Mortgage Loan
Seller and (b) [75]%, (iii) the Mortgage Loan Seller, at its expense, shall have
furnished the Trustee with an Opinion of Counsel that any modification relating
to the repurchase or substitution of a Crossed Loan shall not cause an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed
Loan to become not cross-collateralized and cross-defaulted with the remaining
related Crossed Loans prior to such repurchase or substitution or otherwise
forbears from exercising enforcement rights against any Crossed Loan remaining
in the Trust Fund and (v) the Directing Certificateholder shall have consented
to the repurchase or substitution of the affected Crossed Loan, which consent
shall not be unreasonably withheld.

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

            "Cut-off Date": With respect to each Mortgage Loan, the related Due
Date of the Mortgage Loan in [________] 20[__].

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

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided that with respect to the Mortgage Loans indicated
on Schedule 2, which pay interest only for a specified period of time set forth
in the related Mortgage Loan documents and then pay principal and interest, the
related Monthly Payment will be calculated (for purposes of this definition
only) to include interest and principal (based on the remaining amortization
term indicated in the Mortgage Loan Schedule).

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

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days (or
sixty days with respect to the circumstances described in clause (ii) of the
definition of Servicing Transfer Event) delinquent in respect of its Balloon
Payment, if any, in either case such delinquency to be determined without giving
effect to any grace period permitted by the related Mortgage or Mortgage Note
and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note or (ii) as to which the Master Servicer or Special Servicer
has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt,
a defaulted Companion Loan does not constitute a "Defaulted Mortgage Loan".

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

            "Defeasance Accounts": As defined in Section 3.20(l).

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

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

            "Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.

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

            "Depositor": J.P. Morgan Chase Commercial 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.

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

            "Determination Date": With respect to any Distribution Date, the
fourth Business Day preceding such Distribution Date.

            "Determination Information": As defined in Section 3.18(a)(i).

            "Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent) selected by
more than 50% of the Controlling Class Certificateholders, by Certificate
Balance, as certified by the Certificate Registrar from time to time; provided,
however, that (i) absent such selection, or (ii) until a Directing
Certificateholder is so selected or (iii) upon receipt of a notice from a
majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Directing Certificateholder is no longer designated, the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class will be the Directing Certificateholder which will
initially be Citigroup Property Investors.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Trust Fund or on behalf of a Companion Holder or the
performance of any construction work on the REO Property (other than the
completion of a building or improvement, where more than 10% of the construction
of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that an REO
Property shall not be considered to be Directly Operated solely because the
Trustee (or the Special Servicer on behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance or makes decisions as to repairs or capital expenditures with respect
to such REO Property or takes other actions consistent with Treasury Regulations
Section 1.856-4(b)(5)(ii).

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Paying Agent based upon an
Opinion of Counsel as provided to the Paying Agent (at no expense to the Paying
Agent) that the holding of an Ownership Interest in a Residual Certificate by
such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

            "Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates (other than the Class
A-2FL Certificates) and the Class A-2FL Regular Interest, the Accrued
Certificate Interest in respect of such Class of Regular Certificates or the
Class A-2FL Regular Interest, as applicable, for such Distribution Date, reduced
(to not less than zero) by any allocations to such Class of Certificates (other
than in the case of the Class X Certificates) or the Class A-2FL Regular
Interest, as applicable, of (i) the product of (a) any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (b) a fraction,
expressed as a decimal, the numerator of which is the Accrued Certificate
Interest in respect of such Class of Certificates or the Class A-2FL Regular
Interest, as applicable, for such Distribution Date, and the denominator of
which is the aggregate Accrued Certificate Interest in respect of all the
Classes of Regular Certificates (other than the Class A-2FL Certificates and the
Class X Certificates) and the Class A-2FL Regular Interest for such Distribution
Date, and (ii) any Certificate Deferred Interest for such Distribution Date
allocated to such Class of Certificates or the Class A-2FL Regular Interest, as
applicable, pursuant to Section 4.06(a).

            "Distribution Accounts": Collectively, the Upper-Tier Distribution
Account, the Lower-Tier Distribution Account, the Floating Rate Account and the
Excess Interest Distribution Account, all of which may be subaccounts of a
single Eligible Account.

            "Distribution Date": The [__] day of each month, or, if such [__]
day is not a Business Day, on the next succeeding Business Day, beginning in
[________] 20[__].

            "DTC": As defined in Section 5.03(d).

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

            "Due Period": With respect to any Distribution Date and any Mortgage
Loan or Companion Loan, the period commencing on the day immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in the month
preceding the month in which such Distribution Date occurs or the date that
would have been the Due Date if the Mortgage Loan had a Due Date in [________]
20[__] and ending on and including the Due Date for such Mortgage Loan or
Companion Loan occurring in the month in which such Distribution Date occurs.
Notwithstanding the foregoing, in the event that the last day of a Due Period
(or applicable grace period) is not a Business Day, any Monthly Payments
received with respect to the Mortgage Loans or Companion Loan relating to such
Due Period on the Business Day immediately following such day shall be deemed to
have been received during such Due Period and not during any other Due Period.

            "Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution or trust
company (including the Paying Agent and Trustee), (A)(x) the long-term unsecured
debt obligations of which are rated at least "Aa3" by Moody's, if the deposits
are to be held in such account for [30] days or more and (y) the short term debt
obligations of which have a short-term rating of not less than "P-1" from
Moody's, if the deposits are to be held in such account for less than [30] days
or, (B)(x) the long-term unsecured debt obligations of which are rated at least
"AA-" by Fitch, if the deposits are to be held in such account for [30] days or
more and (y) the short-term debt obligations of which have a short-term rating
of not less than "F-1" from Fitch, if the deposits are to be held in such
account for less than [30] days, (C) an account or accounts maintained with
[________] so long as [________] long term unsecured debt rating shall be at
least "A+" from Fitch and "A-1" from Moody's (if the deposits are to be held in
the account for more than [30] days) or [________] short term deposit or short
term unsecured debt rating shall be at least "F-1" from Fitch or "P-1" from
Moody's (if the deposits are to be held in the account for [30] days or less)
and (D) 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 will not be qualified, downgraded or withdrawn by
reason thereof or (ii) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company that, in either case, has corporate trust powers,
acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds
substantially similar to 12 C.F.R. ss. 9.10(b). Eligible Accounts may bear
interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.

            "Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, the American Society of Testing Materials Standard
Sections 1527-99 or any successor thereto published by the American Society of
Testing Materials.

            "Environmental Indemnity Agreement": With respect to any Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof) and the
originator of such Mortgage Loan relating to the Mortgagor's obligation to
remediate or monitor or indemnify for any environmental problems relating to the
related Mortgaged Property.

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

            "ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).

            "ERISA Restricted Certificate": Any Class J, Class K, Class L, Class
M, Class N, Class P or Class NR Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate, either (i) it is
rated in one of the four highest generic ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would permit the transfer of such
Certificate to a Plan.

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

            "Euroclear": Euroclear Bank societe anonyme or any successor
thereto.

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

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

            "Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts (or as a
subaccount of the Distribution Account) by the Paying Agent pursuant to Section
3.04(c), which shall be entitled "[________], as Paying Agent, in trust for the
registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________], Excess
Interest Distribution Account," and which must be an Eligible Account (or a
subaccount of an Eligible Account). The Excess Interest Distribution Account
shall not be an asset of either the Lower-Tier REMIC or the Upper-Tier REMIC
formed hereunder.

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

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

            "Fannie Mae": Federal National Mortgage Association or any successor
thereto.

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

            "Final Recovery Determination": A reasonable determination by the
Special Servicer, in consultation with the Directing Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan (and, if
applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the applicable
Companion Holder or the Special Servicer pursuant to Section 3.18(b), any
mezzanine lender pursuant to Section 3.18(e) or the Master Servicer, Special
Servicer, the Holders of the Controlling Class, or the Holders of the Class LR
Certificates pursuant to Section 9.01) that there has been a recovery of all
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other
payments or recoveries that, in the Special Servicer's judgment, which judgment
was 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. The Directing Certificateholder shall have ten (10) Business Days
to review and approve each such recovery determination by the Special Servicer;
provided, however, that if the Directing Certificateholder fails to approve or
disapprove any recovery determination within ten (10) Business Days of receipt
of the initial recovery determination, such consent shall be deemed given.

            "FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to time.

            "Fitch": Fitch, Inc., and its successors in interest. If neither
Fitch nor any successor remains in existence, "Fitch" shall be deemed to refer
to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Paying Agent, the Master Servicer, the Directing
Certificateholder and the Special Servicer, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.

            "Form 8-K Disclosure Information": As defined in Section 11.07.

            "Floating Rate Account": The trust account or accounts created and
maintained as a separate account or accounts (or as a subaccount of the
Distribution Account) by the Paying Agent pursuant to Section 3.04(b), which
shall be entitled "[____________________], as Paying Agent, in trust for the
registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________] Class A-2FL
Certificates, Floating Rate Account," and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Floating Rate Account shall not be an
asset of either the Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder.

            "Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.

            "Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation Proceeds of the
Mortgage Loan or Companion Loan or related REO Property net of any related
Liquidation Expenses, Unliquidated Advances, unreimbursed Advances, Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii) the Purchase
Price for such Mortgage Loan or Companion Loan, as applicable, on the date on
which such Liquidation Proceeds were received.

            "Gain-on-Sale Reserve Account": A custodial account or accounts (or
subaccount of the Distribution Account) created and maintained by the Paying
Agent, pursuant to Section 3.04(d) on behalf of the Trustee in trust for the
Certificateholders, which shall be entitled "[________], as Paying Agent, in
trust for the registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[________], Gain-on-Sale Reserve Account." Any such account shall be an Eligible
Account or a subaccount of an Eligible Account.

            "Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and amounts held from time to time in the
Excess Interest Distribution Account, beneficial ownership of which is
represented by the Class S Certificates and (ii) the Class A-2FL Regular
Interest, the Swap Contract, the Floating Rate Account and the proceeds thereof,
beneficial ownership of which is represented by the Class A-2FL Certificates.

            "Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the
lender under the Mortgage Loan.

            "Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.

            "Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

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

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Paying Agent, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, the Paying Agent, any Companion Holder and the Master Servicer),
so long as the Trust does not receive or derive any income from such Person and
provided that the relationship between such Person and the Trust is at arm's
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that the Master Servicer or the Special Servicer shall not be considered
to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee to that effect) or (ii)
any other Person (including the Master Servicer and the Special Servicer) upon
receipt by the Trustee, the Paying Agent and the Master Servicer of an Opinion
of Counsel, which shall be at no expense to the Trustee, the Paying Agent, the
Master Servicer or the Trust Fund, to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

            "Initial Purchaser": J.P. Morgan Securities Inc.

            "Initial Sub-Servicer": With respect to each Mortgage Loan that is
subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement.

            "Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement in
effect as of the Closing Date.

            "Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the Act.

            "Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor or any tenants or ground lessors, in either case, in accordance with
the Servicing Standards (and in the case of any AB Mortgage Loan, to the extent
any portion of such proceeds are received by the Paying Agent in connection with
such AB Mortgage Loan, pursuant to the allocations set forth in the related
Intercreditor Agreement).

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

            "Intercreditor Agreements": [________].

            "Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-2FL Certificates if the Class A-2FL
Distribution Conversion is not in effect), the Class A-2FL Regular Interest or
the Uncertificated Lower-Tier Interests and any Distribution Date, the period
beginning on the first day of the calendar month preceding the calendar month in
which the related Distribution Date occurs and ending on the last day of the
calendar month preceding the calendar month in which such Distribution Date
occurs, calculated assuming that each month has 30 days and each year has 360
days. With respect to the Class A-2FL Certificates and any Distribution Date for
which the Class A-2FL Distribution Conversion is not in effect, the Interest
Accrual Period 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, the Closing Date) to, but excluding
the related Distribution Date, calculated assuming that each month has the
actual number of days in such Interest Accrual Period and each year has 360
days.

            "Interest Distribution Amount": With respect to any Class of Regular
Certificates (other than the Class A-2FL Certificates) and the Class A-2FL
Regular Interest for any Distribution Date, an amount equal to the sum of the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with
respect to such Class of Regular Certificates or the Class A-2FL Regular
Interest, as applicable, for such Distribution Date and any Accrued Interest
From Recoveries for such Class, to the extent not previously paid for all prior
Distribution Dates.

            "Interest Reserve Account": The trust account or subaccount of the
Distribution Account created and maintained by the Paying Agent pursuant to
Section 3.25 in the name of "[________], as Paying Agent, in trust for the
registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________], Interest
Reserve Account," into which the amounts set forth in Section 3.25 shall be
deposited directly and which must be an Eligible Account or subaccount of an
Eligible Account.

            "Interest Reserve Loan": Each Actual/360 Mortgage Loan.

            "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate, each Companion Holder (but only with respect to the related AB
Mortgage Loan) or any Affiliate of any such Person.

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

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

            "JPMorgan": JPMorgan Chase Bank, National Association, a banking
association organized under the laws of the United States, or its successor in
interest.

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

            "LIBOR": With respect to the Class A-2FL Certificates and each
Interest Accrual Period for which the Class A-2FL Distribution Conversion is not
in effect, the rate for deposits in U.S. Dollars, for a period equal to one
month, which appears on the Dow Jones Market Service (formerly Telerate) Page
3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date. If
such rate does not appear on Dow Jones Market Service Page 3750, the rate for
that Interest Accrual Period shall be determined on the basis of the rates at
which deposits in U.S. Dollars are offered by any four major reference banks in
the London interbank market selected by the Paying Agent to provide such bank's
offered quotation of such rates at approximately 11:00 a.m., London time, on the
related LIBOR Determination Date to prime banks in the London interbank market
for a period of one month, commencing on the first day of such Interest Accrual
Period and in an amount that is representative for a single such transaction in
the relevant market at the relevant time. The Paying Agent shall request the
principal London office of any four major reference banks in the London
interbank market selected by the Paying Agent to provide a quotation of such
rates, as offered by each such bank. If at least two such quotations are
provided, the rate for that Interest Accrual Period shall be the arithmetic mean
of the quotations. If fewer than two quotations are provided as requested, the
rate for that Interest Accrual Period shall be the arithmetic mean of the rates
quoted by major banks in New York City selected by the Paying Agent, at
approximately 11:00 a.m., New York City time, on the LIBOR Determination Date
with respect to such Mortgage Loan Accrual Period for loans in U.S. Dollars to
leading European banks for a period equal to one month, commencing on the LIBOR
Determination Date with respect to such Interest Accrual Period and in an amount
that is representative for a single such transaction in the relevant market at
the relevant time. The Paying Agent shall determine LIBOR for each Interest
Accrual Period and the determination of LIBOR by Paying Agent shall be binding
absent manifest error.

            "LIBOR Business Day": Any day on which commercial banks are open for
international business (including dealings in U.S. Dollar deposits) in London,
England.

            "LIBOR Determination Date": (i) With respect to the initial Interest
Accrual Period, the date that is [two] LIBOR Business Days prior to the Closing
Date, and (ii) with respect to each Interest Accrual Period thereafter, the date
that is [two] LIBOR Business Days prior to the beginning of the related Interest
Accrual Period.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is
purchased by the Controlling Class Option Holder or the Special Servicer
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by the Special
Servicer, the Master Servicer, the Holders of the Controlling Class or the
Holders of the Class LR Certificates pursuant to Section 9.01 or acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to Section
9.01; (vi) such Mortgage Loan is purchased by (a) the applicable Companion
Holder pursuant to or as contemplated by Section 3.18(d) or (b) a mezzanine
lender pursuant to the related mezzanine intercreditor agreement. With respect
to any REO Property (and the related REO Loan), any of the following events: (i)
a Final Recovery Determination is made with respect to such REO Property; (ii)
such REO Property is purchased by the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates
pursuant to Section 9.01; or (iii) such REO Property is purchased by (a) the
applicable Companion Holder pursuant to or as contemplated by Section 3.18(d) or
(b) a mezzanine lender pursuant to the related mezzanine intercreditor
agreement.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Special Servicer in connection
with a liquidation of any Specially Serviced Mortgage Loan or REO Property
pursuant to Section 3.18 (including, without limitation, legal fees and
expenses, committee or referee fees and, if applicable, brokerage commissions
and conveyance taxes).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Property as to which the
Special Servicer receives (i) a full or discounted payoff (or an unscheduled
partial payment to the extent such prepayment is required by the Special
Servicer as a condition to a workout) with respect thereto from the related
Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation
Proceeds with respect to the related Mortgage Loan or REO Property (in any case,
other than amounts for which a Workout Fee has been paid, or will be payable),
equal to the product of the Liquidation Fee Rate and the proceeds of such full
or discounted payoff or other partial payment or the Liquidation Proceeds or
Insurance and Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially
Serviced Mortgage Loan or REO Property, as the case may be; provided, however,
that no Liquidation Fee shall be payable with respect to any event described in
(1) clause (iii)(A) of the definition of "Liquidation Proceeds," (2) clause (iv)
of the definition of "Liquidation Proceeds" if such repurchase occurs within the
time parameters set forth in this Agreement and in the related Mortgage Loan
Purchase Agreement or (3) clause (v) and clause (vi) of the definition of
"Liquidation Proceeds," as long as, with respect to a purchase pursuant to
clause (vi)(b), the repurchase occurs within 60 days after such option is
exercisable by the related mezzanine lender.

            "Liquidation Fee Rate": A rate equal to [1.00]%.

            "Liquidation Proceeds": Cash amounts received by or paid to the
Master Servicer or the Special Servicer in connection with: (i) the liquidation
(including a payment in full) of a Mortgaged Property or other collateral
constituting security for a Defaulted Mortgage Loan or Corrected Mortgage Loan
through a trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Mortgagor; (iii) (A) the purchase of a Defaulted
Mortgage Loan by the Majority Controlling Class Certificateholder, the Special
Servicer or the Master Servicer pursuant to Section 3.18(a) or (B) any other
sale thereof pursuant to Section 3.18(c), Section 3.18(e) or Section 3.18(f);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the
purchase of a Mortgage Loan or REO Property by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class LR
Certificates pursuant to Section 9.01 or; (vi) the purchase of a Mortgage Loan
or an REO Property by (A) the Companion Holder pursuant to Section 3.18(d) or
(B) any other mezzanine lender of the related Mortgage Loan or REO Loan.

            "Litigation Control": As defined in Section 3.33(a).

            "Loan Group": Either Loan Group 1 or Loan Group 2.

            "Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

            "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 1; provided, that
the Loan Group 1 Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Group 1 Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Loan Group
1 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 1 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or reimbursed from principal collections on
the Group 2 Mortgage Loans as provided for in clauses (i) and (ii) of the
definition of "Loan Group 2 Principal Distribution Amount" had the Loan Group 2
Principal Distribution Amount been sufficient to make such reimbursements in
full, over (B) the Loan Group 2 Principal Distribution Amount (prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan Group 2
Principal Distribution Amount") for that Distribution Date (provided, further,
(I) that, with respect to the amounts identified in clauses (i) and (ii) above,
if any of such amounts reimbursed from principal collections on the Group 1
Mortgage Loans are subsequently recovered on the related Mortgage Loan, subject
to the application of any recovery to increase the Loan Group 2 Principal
Distribution Amount as required under clause (II) of the definition of "Loan
Group 2 Principal Distribution Amount", such recovery will be applied to
increase the Loan Group 1 Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs; and (II) that in the
case of clause (iii) above, if any of such amounts reimbursed from principal
collections on the Loan Group 2 Mortgage Loans are subsequently recovered on the
related Mortgage Loan, such recovery will first be applied to increase the Loan
Group 1 Principal Distribution Amount up to such amounts and then to increase
the Loan Group 2 Principal Distribution Amount).

            "Loan Group 1 Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan Group 1
Principal Distribution Amount for the prior Distribution Date and (b) the
Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-SB Certificates and the Class A-2FL Regular Interest, exceeds (2) the
aggregate amount distributed in respect of principal on the Class A-1, Class
A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-2FL
Regular Interest on the prior Distribution Date. There will be no Loan Group 1
Principal Shortfall on the first Distribution Date.

            "Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

            "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 2; provided, that
the Loan Group 2 Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Group 2 Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Loan Group
2 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 2 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or reimbursed from principal collections on
the Group 1 Mortgage Loans as provided for in clauses (i) and (ii) of the
definition of "Loan Group 1 Principal Distribution Amount" had the Loan Group 1
Principal Distribution Amount been sufficient to make such reimbursements in
full, over (B) the Loan Group 1 Principal Distribution Amount (prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan Group 1
Principal Distribution Amount") for that Distribution Date (provided, further,
(I) that, with respect to the amounts identified in clauses (i), (ii) and (iii)
above, if any of such amounts reimbursed from principal collections on the Group
2 Mortgage Loans are subsequently recovered on the related Mortgage Loan,
subject to the application of any recovery to increase the Loan Group 1
Principal Distribution Amount as required under clause (II) of the definition of
"Loan Group 1 Principal Distribution Amount", such recovery will be applied to
increase the Loan Group 2 Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs; and (II) that in the
case of clause (iii) above, if any of such amounts reimbursed from principal
collections on the Loan Group 1 Mortgage Loans are subsequently recovered on the
related Mortgage Loan, such recovery will first be applied to increase the Loan
Group 2 Principal Distribution Amount up to such amounts and then to increase
the Loan Group 1 Principal Distribution Amount).

            "Loan Group 2 Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan Group 2
Principal Distribution Amount for the prior Distribution Date and (b) the
Certificate Balance of the Class A-1A Certificates, exceeds (2) the aggregate
amount distributed in respect of principal on the Class A-1A Certificates on the
prior Distribution Date. There will be no Loan Group 2 Principal Shortfall on
the first Distribution Date.

            "Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan.

            "Lower-Tier Distribution Account": The segregated account, accounts
or sub-accounts created and maintained by the Paying Agent pursuant to Section
3.04(b) in trust for the Certificateholders, which shall be entitled
"[________], as Paying Agent, in trust for the registered Holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [________], Lower-Tier Distribution Account." Any such
account, accounts or sub-accounts shall be an Eligible Account.

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

            "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii), and in the case of the Class Class LA-1-1, Class
LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1A-1, Class LA-1A-2, Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class
LA-1A-14, Class LA-1A-15, Class LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-2-4, Class LA-2-5, Class LA-2-6, Class LA-2FL-1, Class LA-2FL-2, Class
LA-2FL-3, Class LA-2FL-4, Class LA-2FL-5, Class LA-2FL-6, Class LA-3-1, Class
LA-3-2, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5,
Class LA-4-6, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class
LA-SB-5, Class LA-SB-6, Class LD-1, Class LD-2, Class LD-3, Class LE-1, Class
LE-2, Class LE-3, Class LF-1, Class LF-2, Class LF-3, Class LG-1, Class LG-2,
Class LH-1, Class LH-2, Class LH-3, Class LJ, Class LK-1 and Class LK-2
Uncertificated Interests, as set forth in Section 4.01(b)).

            "Lower-Tier REMIC": One of two separate REMICs comprising a portion
of the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive
of Excess Interest), any REO Property with respect thereto (or an allocable
portion thereof, in the case of the AB Mortgage Loans), such amounts as shall
from time to time be held in the Certificate Account (other than with respect to
the Companion Loans), the REO Account, if any, the Interest Reserve Account, the
Gain-on-Sale Reserve Account and the Lower-Tier Distribution Account, and all
other property included in the Trust Fund that is not in the Upper-Tier REMIC or
the Grantor Trust.

            "LTV Ratio": With respect to any Mortgage Loan, as of any date of
determination, a fraction, expressed as a percentage, the numerator of which is
the scheduled principal balance of such Mortgage Loan as of such date (assuming
no defaults or prepayments on such Mortgage Loan prior to that date), and the
denominator of which is the appraised value of the related Mortgaged Property.

            "MAI": Member of the Appraisal Institute.

            "Majority Controlling Class Certificateholder": As of any date, the
Controlling Class Certificateholder owning a majority of the Percentage
Interests in the Controlling Class.

            "Master Servicer": [____________________], and its successors in
interest and assigns, or any successor Master Servicer appointed as allowed
herein.

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

            "Monthly Payment": With respect to any Mortgage Loan or Companion
Loan, the scheduled monthly payment of principal and/or interest (other than
Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon
Payment, which is payable (as the terms of the applicable Mortgage Loan or
Companion Loan may be changed or modified in connection with a bankruptcy or
similar proceedings involving the related Mortgagor or by reason of a
modification, extension, waiver or amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time to time under the related Mortgage
Note and applicable law, without regard to any acceleration of principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and without
respect to any Excess Interest.

            "Moody's": Moody's Investors Service, Inc. If neither Moody's 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
Trustee, the Paying Agent, the Master Servicer and the Special Servicer, and
specific ratings of Moody's herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

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

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

            "Mortgage File": With respect to each Mortgage Loan and Companion
Loan, if applicable, but subject to Section 2.01, collectively the following
documents:

                  (i) the original executed Mortgage Note bearing, or
            accompanied by, all prior and intervening endorsements, assignments
            or allonges showing a complete chain of endorsement or assignment
            from the originator of the Mortgage Loan to the most recent
            endorsee, and further endorsed (at the direction of the Depositor
            given pursuant to the applicable Mortgage Loan Purchase Agreement),
            on its face or by allonge attached thereto, without recourse,
            representation or warranty, express or implied to the order of the
            Trustee in the following form: "Pay to the order of [________], as
            trustee for the registered holders of J.P. Morgan Chase Commercial
            Mortgage Securities Corp., [________]"; or in blank provided that
            the requirements of this clause (i) will be satisfied by delivery of
            a signed lost note affidavit and indemnity properly assigned or
            endorsed to the Trustee as described above, with a copy of the
            Mortgage Note attached to it;

                  (ii) the original Mortgage (or a certified or other copy
            thereof from the applicable recording office) and originals (or
            certified or other copies from the applicable recording office) of
            any intervening assignments thereof showing a complete chain of
            assignment from the originator of the Mortgage Loan to the most
            recent mortgagee of record, in each case with evidence of recording
            indicated thereon (except for recording information not yet
            available if the Mortgage or an assignment thereof has not been
            returned from the applicable recording office);

                  (iii) an original assignment of the Mortgage, in complete and
            recordable form (except for recording information not yet available
            if the instrument being assigned has not been returned from the
            applicable recording office), executed by the most recent assignee
            of record thereof prior to the Trustee, or if none, by the
            originator to "[________], as trustee for the registered holders of
            J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [________]";

                  (iv) an original or copy of any related Assignment of Leases
            (if such item is a document separate from the Mortgage) and the
            originals or copies of any intervening assignments thereof showing a
            complete chain of assignment from the originator of the Mortgage
            Loan to the most recent assignee of record, in each case with
            evidence of recording thereon (except for recording information not
            yet available if the Mortgage or an assignment thereof has not been
            returned from the applicable recording office);

                  (v) an original assignment of any related Assignment of Leases
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to preceding clause (iii)), in
            recordable form (except for recording information not yet available
            if the instrument being assigned has not been returned from the
            applicable recording office), executed by the applicable assignee of
            record to "[________], as trustee for the registered holders of J.P.
            Morgan Chase Commercial Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [________]";

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

                  (vii) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage), in complete
            form (except for recording information not yet available if the
            instrument being assigned has not been returned from the applicable
            recording office), executed by the applicable Mortgage Loan Seller
            to "[________], as trustee for the registered holders of J.P. Morgan
            Chase Commercial Mortgage Securities Corp., Commercial Mortgage
            Pass-Through Certificates, Series [________]";

                  (viii) originals or copies of all consolidation, assumption,
            modification, written assurance and substitution agreements, with
            evidence of recording thereon, where appropriate, in those instances
            where the terms or provisions of the Mortgage, Mortgage Note or any
            related security document have been consolidated or modified or the
            Mortgage 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, insuring the
            priority of the Mortgage as a first lien on the Mortgagor's fee or
            leasehold interest in the Mortgaged Property, or if the policy has
            not yet been issued, an original or copy of a "marked-up" written
            commitment (marked as binding and in all cases countersigned by the
            title insurer or its authorized agent) or the pro forma or specimen
            title insurance policy (accepted or approved in writing by the title
            insurer or its authorized agent) or an agreement to provide the same
            pursuant to lender's escrow trust instructions executed by an
            authorized representative of the title insurance company, provided
            the policy is issued within twelve (12) months from the Closing
            Date, in connection with the related Mortgage Loan;

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

                  (xi) all UCC Financing Statements, assignments and
            continuation statements or copies thereof, as filed or recorded, or
            in form that is complete and suitable for filing or recording, as
            appropriate, or other evidence of filing or recording sufficient to
            perfect (and maintain the perfection of) the security interest held
            by the originator of the Mortgage Loan (and each assignee of record
            prior to the Trustee) in and to the personalty of the Mortgagor at
            the Mortgaged Property (in each case with evidence of filing or
            recording thereon, with the exception of filing or recording
            information not yet available because the UCC Financing Statement,
            assignment or continuation statement, as the case may be, has not
            yet been returned from the applicable filing or recording office),
            and to transfer such security interest to the Trustee;

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

                  (xiii) with respect to any Mortgage Loans with Additional
            Debt, a co-lender agreement, a subordination agreement or other
            intercreditor agreement, pursuant to which such Additional Debt will
            be subordinated to such Mortgage Loan as set forth in such
            intercreditor agreement;

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

                  (xv) with respect to any Mortgage Loan secured by a ground
            lease, the related ground lease or a certified copy thereof and any
            related ground lessor estoppels;

                  (xvi) a copy of any letter of credit securing such Mortgage
            Loan and, within thirty (30) days of the Closing Date or such
            earlier date as required by the issuer of the letter of credit, a
            copy of the appropriate transfer or assignment documents (which may
            be in the form of an amendment) for such letter of credit;

                  (xvii) a copy of any Environmental Indemnity Agreement,
            together with a copy of any environmental insurance policy;

                  (xviii) a copy of any loan agreement(s);

                  (xix) a copy of any escrow agreement(s);

                  (xx) a copy of any property management agreement(s);

                  (xxi) a copy of any franchise agreements and comfort letters
            related thereto;

                  (xxii) a copy of any lock-box or cash management agreement(s);

                  (xxiii) a list related to such Mortgage Loan indicating the
            related Mortgage Loan documents included in the related Mortgage
            File (the "Mortgage Loan Checklist");

                  (xxiv) a copy of all environmental reports that were received
            by the applicable Mortgage Loan Seller relating to the relevant
            Mortgaged Property; and

                  (xxv) with respect to each Mortgage Loan that has one or more
            Companion Loan(s), the related Intercreditor Agreement and a copy of
            each Mortgage Note relating to such Companion Loan(s), rather than
            the original;

provided, however, that (a) whenever the term "Mortgage File" is used to refer
to documents held by the Trustee, or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually received by the Trustee or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed Group only
one original or certified copy of any document referred to in the definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed Group, then
the inclusion of such original or certified copy in the Mortgage File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed the inclusion
of such original or certified copy in the Mortgage File for each such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the Mortgage
File for the related Mortgage Loan (except that references to the Mortgage Note
otherwise described above shall be construed to instead refer to a photocopy of
such Mortgage Note) and (d) the execution and/or recordation of any assignment
of Mortgage, any separate assignment of Assignment of Leases and any assignment
of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder(s) in such
instrument and the benefits intended to be provided to them by such instrument,
it being acknowledged that (i) the Trustee shall hold such record title for the
benefit of the Trust as the holder of the related Mortgage Loan and the related
Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee,
the Master Servicer, or the Special Servicer on its behalf to enforce or obtain
the benefits of such instrument shall be construed to be so undertaken by
Trustee, the Master Servicer or the Special Servicer for the benefit of the
Trust as the holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements. As used in this Agreement, the term "Mortgage Loan" does
not include any Companion Loan.

            "Mortgage Loan Checklist": As defined in the definition of "Mortgage
File."

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

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

                  (i) the loan identification number and loan servicing number
            (as specified in Annex A-1 to the Prospectus);

                  (ii) the Mortgagor's name;

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

                  (iv) the Mortgage Rate in effect at origination;

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

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

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

                  (ix) the original and remaining amortization terms;

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

                  (xi) the applicable Servicing Fee Rate;

                  (xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
            an Actual/360 Mortgage Loan;

                  (xiii) the Anticipated Repayment Date, if applicable;

                  (xiv) the Revised Rate of such Mortgage Loan, if any;

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

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

                  (xvii) the originator of such Mortgage Loan and the Mortgage
            Loan Seller;

                  (xviii) whether such Mortgage Loan has a guarantor;

                  (xix) whether such Mortgage Loan is secured by a letter of
            credit;

                  (xx) amount of any reserve or escrowed funds that were
            deposited at origination and any ongoing periodic deposit
            requirements;

                  (xxi) number of grace days;

                  (xxii) whether a cash management agreement or lock-box
            agreement is in place;

                  (xxiii) the general property type of the related Mortgaged
            Property;

                  (xxiv) whether the Mortgage Loan permits defeasance;

                  (xxv) the interest accrual period;

                  (xxvi) the applicable Loan Group to which the Mortgage Loan
            belongs; and

                  (xxvii) the number of units, pads or square feet with respect
            to each Mortgaged Property.

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

            "Mortgage Loan Seller": Each of: (1) [________], a [________], or
its successor in interest and (2) [________], a [________] [________], or its
successor in interest.

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

            "Mortgage Rate": With respect to: (i) any Mortgage Loan or Companion
Loan on or prior to its Maturity Date, the annual rate at which interest is
scheduled (in the absence of a default) to accrue on such Mortgage Loan or
Companion Loan from time to time in accordance with the related Mortgage Note
and applicable law, exclusive of the Excess Rate; or (ii) any Mortgage Loan or
Companion Loan after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date.

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

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

            "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Due Period,
exceeds (b) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19 in
connection with such Prepayment Interest Shortfalls.

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

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

            "Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided, that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Master
Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the Mortgagor; provided, further, that if any
Mortgage Loan does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate of such Mortgage Loan for any one-month period
preceding a related Due Date will be the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan on the basis of a 360-day year
consisting of twelve 30-day months in order to produce the aggregate amount of
interest actually accrued (exclusive of Default Interest or Excess Interest) in
respect of such Mortgage Loan during such one-month period at the related Net
Mortgage Rate; provided, further, that, with respect to each Interest Reserve
Loan, the Net Mortgage Rate for the one month period (A) preceding the Due Dates
that occur in January and February in any year which is not a leap year or
preceding the Due Date that occurs in February in any year which is a leap year,
and (B) preceding the Due Date in [________], will be the per annum rate stated
in the related Mortgage Note less the related Administrative Cost Rate. With
respect to any REO Loan, the Net Mortgage Rate shall be calculated as described
above, determined as if the predecessor Mortgage Loan had remained outstanding.

            "Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, Net Operating Income will be calculated in
accordance with the standard definition of "Net Operating Income" approved from
time to time endorsed and put forth by the CMSA.

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

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-1, Class A-1A, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class NR, Class S, Class R
or Class LR Certificate.

            "Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.

            "Non-Serviced Mortgage Loan": As defined in Section [_].

            "Non-Serviced Mortgage Loan Master Servicer": As defined in Section
[_].

            "Non-Serviced Mortgage Loan Paying Agent": As defined in Section
[_].

            "Non-Serviced Mortgage Loan Pooling and Servicing Agreement": As
defined in Section [_].

            "Non-Serviced Mortgage Loan Special Servicer": As defined in Section
[_].

            "Non-Serviced Mortgage Loan Trustee": As defined in Section [_].

            "Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI (or successor
form) or (ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause (i) of the
preceding sentence, if it is a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes) any interest in which is
owned, directly or indirectly, through one more partnerships, trusts or other
pass-through entities by a Non-U.S. Person or (B) if such Person is a U.S.
Person with respect to whom income from a Residual Certificate is attributable
to a foreign permanent establishment of fixed base, within the meaning of an
applicable income treaty, of such Person or any other U.S. Person.

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

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
reasonable judgment of the Master Servicer or the Trustee, as applicable, will
not be ultimately recoverable, together with any accrued and unpaid interest
thereon at the Reimbursement Rate, from Late Collections or any other recovery
on or in respect of such Mortgage Loan or REO Loan; provided, however, that the
Special Servicer may, at its option, in consultation with the Directing
Certificateholder, make a determination in accordance with the Servicing
Standards, that any P&I Advance previously made or proposed to be made is a
Nonrecoverable P&I Advance and shall deliver to the Master Servicer or the
Trustee notice of such determination. Any such determination shall be conclusive
and binding on the Master Servicer and the Trustee, provided, however, the
Special Servicer shall have no such option to make an affirmative determination
that any P&I Advance is or would be recoverable and in the absence of a
determination by the Special Servicer that such Advance is or will be a
Non-Recoverable Advance, such decision shall remain with the Master Servicer or
Trustee, as applicable. In making such recoverability determination, the Master
Servicer, Special Servicer or Trustee, as applicable, will be entitled to
consider (among other things) only the obligations of the Mortgagor under the
terms of the related Mortgage Loan as it may have been modified, to consider
(among other things) the related Mortgaged Properties in their "as is" or then
current conditions and occupancies, as modified by such party's assumptions
(consistent with the Servicing Standards in the case of the Master Servicer and
the Special Servicer or in its good faith business judgment in the case of the
Trustee) regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, to estimate and consider (among other
things) future expenses and to estimate and consider (consistent with the
Servicing Standards in the case of the Master Servicer and the Special Servicer
or in its good faith business judgment in the case of the Trustee) (among other
things) the timing of recoveries. In addition, any Person, in considering
whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due
regard to the existence of any outstanding Nonrecoverable Advance or Workout
Delayed Reimbursement Amount with respect to other Mortgage Loans which, at the
time of such consideration, the reimbursement of which is being deferred or
delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such reimbursement, in light of the fact that proceeds
on the related Mortgage Loan are a source of reimbursement not only for the P&I
Advance under consideration, but also as a potential source of reimbursement of
such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
or may be being deferred or delayed. In addition, any such Person may update or
change its recoverability determinations at any time (but not reverse any other
Person's determination that an Advance is a Nonrecoverable Advance) and,
consistent with the Servicing Standards in the case of the Master Servicer or in
its good faith business judgment in the case of the Trustee, may obtain,
promptly upon request, from the Special Servicer any reasonably required
analysis, Appraisals or market value estimates or other information in the
Special Servicer's possession for making a recoverability determination. Absent
bad faith, the Master Servicer's, Special Servicer's or the Trustee's
determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer
or the Special Servicer or the Trustee, as applicable, that it has made a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, or any updated or changed
recoverability determination, shall be evidenced by an Officer's Certificate
delivered by either the Special Servicer or the Master Servicer to the other and
to the Trustee, the Paying Agent, the Directing Certificateholder, the
Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent and the Directing Certificateholder. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, income and expense statements, rent rolls,
occupancy status, property inspections and any other information used by the
Master Servicer, the Special Servicer or the Trustee, as applicable, to make
such determination and shall include any existing Appraisal of the related
Mortgage Loan or Mortgaged Property). The Trustee shall be entitled to
conclusively rely on the Master Servicer's or Special Servicer's determination
that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall
be entitled to conclusively rely on the Special Servicer's determination that a
P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized
Mortgage Loan, such recoverability determination shall take into account the
cross-collateralization of the related cross-collateralized Mortgage Loan.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the reasonable judgment of the Master Servicer, the Special Servicer or the
Trustee, as the case may be, will not be ultimately recoverable, together with
any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late
Collections or any other recovery on or in respect of such Mortgage Loan or REO
Property. In making such recoverability determination, such Person will be
entitled to consider (among other things) only the obligations of the Mortgagor
under the terms of the related Mortgage Loan as it may have been modified, to
consider (among other things) the related Mortgaged Properties in their "as is"
or then current conditions and occupancies, as modified by such party's
assumptions (consistent with the Servicing Standards in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the
case of the Trustee) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, to estimate and consider
(consistent with the Servicing Standards in the case of the Master Servicer or
the Special Servicer or in its good faith business judgment in the case of the
Trustee) (among other things) future expenses and to estimate and consider
(among other things) the timing of recoveries. In addition, any Person, in
considering whether a Servicing Advance is a Nonrecoverable Servicing Advance,
will be entitled to give due regard to the existence of any Nonrecoverable
Advance or Workout Delayed Reimbursement Amounts with respect to other Mortgage
Loans which, at the time of such consideration, the recovery of which are being
deferred or delayed by the Master Servicer, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the Servicing
Advance under consideration, but also as a potential source of recovery of such
Nonrecoverable Advance or Workout Delayed Reimbursement Amounts which are or may
be being deferred or delayed. In addition, any such Person may update or change
its recoverability determinations at any time (but not reverse any other
Person's determination that an Advance is a Nonrecoverable Advance) and,
consistent with the Servicing Standards, in the case of the Master Servicer, may
obtain, promptly upon request, from the Special Servicer any reasonably required
analysis, Appraisals or market value estimates or other information in the
Special Servicer's possession for making a recoverability determination. The
determination by the Master Servicer, the Special Servicer or the Trustee, as
the case may be, that it has made a Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing
Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer's Certificate delivered by either of the Special
Servicer or Master Servicer to the other and to the Trustee, the Paying Agent,
the Directing Certificateholder, and the Depositor, or by the Trustee to the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Directing Certificateholder; provided, however, that the Special Servicer may,
at its option, in consultation with the Directing Certificateholder, make a
determination in accordance with the Servicing Standards, that any Servicing
Advance previously made or proposed to be made is a Nonrecoverable Servicing
Advance and shall deliver to the Master Servicer and the Trustee notice of such
determination. Any such determination shall be conclusive and binding on the
Master Servicer, the Special Servicer and the Trustee, provided, however, the
Special Servicer shall have no such option to make an affirmative determination
that any P&I Advance is or would be recoverable and in the absence of a
determination by the Special Servicer that such Advance is or will be a
Non-Recoverable Advance, such decision shall remain with the Master Servicer or
Trustee, as applicable. The Officer's Certificate shall set forth such
determination of nonrecoverability and the considerations of the Master
Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall be accompanied by, to the extent available,
related income and expense statements, rent rolls, occupancy status and property
inspections, and shall include any existing Appraisal of the related Mortgage
Loan or Mortgaged Property). The Special Servicer shall promptly furnish any
party required to make Servicing Advances hereunder with any information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
such party required to make Servicing Advances may reasonably request for
purposes of making recoverability determinations. The Trustee shall be entitled
to conclusively rely on the Master Servicer's or Special Servicer's, as the case
may be, determination that a Servicing Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer's determination that a Servicing Advance is or would be nonrecoverable.
In the case of a cross collateralized Mortgage Loan, such recoverability
determination shall take into account the cross collateralization of the related
cross collateralized Mortgage Loan.

            "Notional Amount": In the case of the Class X-1 Certificates, the
Class X-1 Notional Amount. In the case of the Class X-2 Certificates, the Class
X-2 Notional Amount. In the case of each Component, the amount set forth in the
applicable definition thereof.

            "Offered Certificates": The Class A-1, Class A-2, Class A-2FL, Class
A-3, Class A-4, Class A-SB, Class A-M, Class A-J, Class X-2, Class B, Class C
and Class D Certificates.

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

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Master Servicer or the
Special Servicer, acceptable in form and delivered to the Trustee and the Paying
Agent, except that any opinion of counsel relating to (a) the qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance with the
REMIC Provisions, (c) qualification of the Grantor Trust as a grantor trust
under subpart E, Part I of subchapter J of the Code for federal income tax
purposes or (d) the resignation of the Master Servicer, the Special Servicer or
the Depositor pursuant to Section 6.04, must be an opinion of counsel who is in
fact Independent of the Depositor, the Master Servicer or the Special Servicer,
as applicable.

            "Option Holder": As defined in Section 3.18(a).

            "Option Price": As defined in Section 3.18(a).

            "Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the Class X and the Residual Certificates)
and the Class A-2FL Regular Interest, the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary
Statement.

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

            "Original Notional Amount": With respect to the Class X-1 Notional
Amount and Class X-2 Notional Amount, the respective initial Notional Amount
thereof as of the Closing Date, as specified in the Preliminary Statement.

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

            "Other Securitization": As defined in Section [_].

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

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

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

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

            "Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class A-2FL Pass-Through Rate, the Class A-2FL
Regular Interest Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class
A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-1A
Pass-Through Rate, the Class A-M Pass-Through Rate, the Class A-J Pass-Through
Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D
Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class J
Pass-Through Rate, the Class K Pass-Through Rate, the Class L Pass-Through Rate,
the Class M Pass-Through Rate, the Class N Pass-Through Rate, the Class P
Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-1 Pass-Through
Rate or the Class X-2 Pass-Through Rate.

            "Paying Agent": [________], a national banking association, or any
successor appointed thereto pursuant to Section 5.07 or any successor Paying
Agent appointed hereunder.

            "PCAOB": The Public Company Accounting Oversight Board.

            "Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts actually
collected thereon (or, in the case of a Mortgage Loan or Companion Loan (or
successor REO Loan thereto) that is part of a Loan Pair, actually collected on
such Loan Pair and allocated and paid on such Mortgage Loan or Companion Loan
(or successor REO Loan) in accordance with the related Intercreditor Agreement)
that represent late payment charges or Default Interest, other than a Yield
Maintenance Charge, and other than any Excess Interest.

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

            "Performance Certification": As defined in Section 11.08.

            "Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of the Paying
Agent, if otherwise qualifying hereunder), 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 and which shall not be subject to liquidation prior to
maturity:

                  (i) direct obligations of, and obligations fully guaranteed as
            to timely payment of principal and interest by, the United States of
            America, Fannie Mae, Freddie Mac or any agency or instrumentality of
            the United States of America, the obligations of which are backed by
            the full faith and credit of the United States of America that
            mature in one (1) year or less from the date of acquisition;
            provided that any obligation of, or guarantee by, Fannie Mae or
            Freddie Mac, other than an unsecured senior debt obligation of
            Fannie Mae or Freddie Mac, shall be a Permitted Investment only if
            such investment would not result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each Rating
            Agency to any Certificate as evidenced in writing;

                  (ii) time deposits, unsecured certificates of deposit, or
            bankers' acceptances that mature in one (1) year or less after the
            date of issuance and are issued or held by any depository
            institution or trust company (including the Trustee) 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 rating categories of each
            Rating Agency or such other rating as would not result in the
            downgrading, withdrawal or qualification of the then current rating
            assigned by each Rating Agency to any Class of Certificates as
            evidenced in writing;

                  (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 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 mature in one (1) year
            or less from the date of acquisition, which debt obligations are
            rated in the highest rating categories of each Rating Agency or such
            other rating as would not result in the downgrading, withdrawal or
            qualification of the then current rating assigned by each Rating
            Agency to any Class of Certificates as evidenced in writing;
            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) of any
            corporation or other entity organized under the laws of the United
            States or any state thereof payable on demand or on a specified date
            maturing in one (1) year or less from the date of acquisition
            thereof and which is rated in the highest rating category of each
            Rating Agency (or such lower rating as will not result in
            qualification, downgrading or withdrawal of the ratings then
            assigned by each Rating Agency to any Class of Certificates as
            evidenced in writing);

                  (vi) money market funds, rated in the highest rating
            categories of each Rating Agency; and

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

provided, however, that no such instrument shall be a Permitted Investment (a)
if such instrument evidences principal and interest payments derived from
obligations underlying such instrument and the interest payments with respect to
such instrument provide a yield to maturity at the time of acquisition of
greater than 120% of the yield to maturity at par of such underlying obligations
or (b) if such instrument may be redeemed at a price below the purchase price;
and provided, further, however, that no amount beneficially owned by the
Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the
Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Master Servicer
receives an Opinion of Counsel, at its own expense, to the effect that such
investment will not adversely affect the status of the Upper-Tier REMIC or the
Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call
may not be purchased at a price in excess of par.

            "Permitted Transferee": Any Person who is a Qualified Institutional
Buyer.

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

            "Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount and market discount, if any,
and the amortization premium, if any, on the Certificates for federal income tax
purposes; provided it is assumed that each Mortgage Loan with an Anticipated
Repayment Date prepays on such date.

            "Prepayment Interest Excess": For any Distribution Date and with
respect to any Mortgage Loan that was subject to a Principal Prepayment in full
or in part during the related Due Period, which Principal Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the following
Determination Date, the amount of interest (net of the related Servicing Fees
and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any prepayment premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee
Rate, on the amount of such prepayment from and after such Due Date and ending
on the date of such prepayment.

            "Prepayment Interest Shortfall": For any Distribution Date and with
respect to any Mortgage Loan that was subject to a Principal Prepayment in full
or in part during the related Due Period, which Principal Prepayment was applied
to such Mortgage Loan after the related Determination Date (or, with respect to
each Mortgage Loan with a Due Date occurring after the related Determination
Date, the related Due Date) and prior to the following Due Date, the amount of
interest, to the extent not collected from the related Mortgagor (without regard
to any prepayment premium or Yield Maintenance Charge actually collected), that
would have accrued at a rate per annum equal to the sum of (x) the related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate, on the amount
of such Principal Prepayment during the period commencing on the date as of
which such Principal Prepayment was applied to such Mortgage Loan and ending on
such Due Date.

            "Primary Collateral": With respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and
excluding any Mortgaged Property as to which the related lien may only be
foreclosed upon by exercise of the cross-collateralization provisions of such
Crossed Loan.

            "Primary Servicing Fee": The monthly fee payable by the Master
Servicer from the Servicing Fee to each Initial Sub-Servicer, which monthly fee
accrues at the rate per annum specified as such in the Sub-Servicing Agreement
with such Initial Sub-Servicer.

            "Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of the New York City edition of The Wall Street Journal (or, if such
section or publication is no longer available, such other comparable publication
as determined by the Paying Agent in its reasonable discretion) as may be in
effect from time to time, or, if the "Prime Rate" no longer exists, such other
comparable rate (as determined by the Paying Agent in its reasonable discretion)
as may be in effect from time to time.

            "Principal Distribution Amount": With respect to any Distribution
Date and any Class of Regular Certificates and the Class A-2FL Regular Interest,
an amount equal to the sum of (a) the Principal Shortfall for such Distribution
Date, (b) the Scheduled Principal Distribution Amount for such Distribution Date
and (c) the Unscheduled Principal Distribution Amount for such Distribution
Date; provided, that the Principal Distribution Amount for any Distribution Date
shall be reduced by the amount of any reimbursements of (i) Nonrecoverable
Advances plus interest on such Nonrecoverable Advances that are paid or
reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been included in the
Principal Distribution Amount for such Distribution Date and (ii)
Workout-Delayed Reimbursement Amounts that were paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date (provided, that, in the case of
clause (i) and (ii) above, if any of the amounts that were reimbursed from
principal collections on the Mortgage Loans are subsequently recovered on the
related Mortgage Loan, such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery
occurs).

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

            "Principal Shortfall": For any Distribution Date after the initial
Distribution Date with respect to the Mortgage Loans, the amount, if any, by
which (a) the related Principal Distribution Amount for the preceding
Distribution Date, exceeds (b) the aggregate amount distributed in respect of
principal on the Class A (other than the Class A-2FL Certificates), Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates and the
Class A-2FL Regular Interest for such preceding Distribution Date pursuant to
Section 4.01(a) on such preceding Distribution Date. The Principal Shortfall for
the initial Distribution Date will be zero.

            "Privileged Person": Each Rating Agency, any of the Holders of each
Class of Certificates, each Underwriter, the Initial Purchaser, each Mortgage
Loan Seller and certain financial market publishers (which initially shall be
Bloomberg, L.P., Trepp, LLC and Intex Solutions LLC), any Companion Holder, each
party to this Agreement, the Swap Counterparty, the Directing Certificateholder,
any designee of the Depositor and any other Person who shall have provided the
Paying Agent with a certificate, using the form attached hereto as Exhibit U,
which form is available from the Paying Agent, certifying that such Person is a
Certificateholder, a beneficial owner or a prospective purchaser of a
Certificate.

            "Prospectus": The Prospectus dated [________], 20[__], as
supplemented by the Prospectus Supplement dated [________], 20[__], relating to
the offering of the Offered Certificates.

            "Purchase Option": As defined in Section 3.18(a)(ii).

            "Purchase Option Notice": As defined in Section 3.18 (a)(iii).

            "Purchase Price": With respect to any Mortgage Loan (or REO Loan)
or, if applicable, Loan Pair to be purchased by a Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement, by the Majority
Controlling Class Certificateholder, the Special Servicer or the Master Servicer
pursuant to Section 3.18(b), by the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates
pursuant to Section 9.01 or to be otherwise sold pursuant to Section 3.18(d), a
price equal to:

                  (i) the outstanding principal balance of such Mortgage Loan
            (or related REO Loan) as of the date of purchase; plus

                  (ii) all accrued and unpaid interest on such Mortgage Loan (or
            the related REO Loan) at the related Mortgage Rate in effect from
            time to time (exclusive of Excess Interest) to but not including the
            Due Date immediately preceding the Determination Date for the
            related Distribution Date in which such Purchase Price is included
            in the Available Distribution Amount; plus

                  (iii) all related Servicing Advances that are unreimbursed out
            of collections from the Mortgage Loan and accrued and unpaid
            interest on related Advances at the Reimbursement Rate, and any
            Special Servicing Fees whether paid or then owing allocable to such
            Mortgage Loan and all additional Trust Fund expenses in respect of
            such Mortgage Loan; plus

                  (iv) if such Mortgage Loan (or REO Loan) is being purchased by
            a Mortgage Loan Seller pursuant to Section 3 of the applicable
            Mortgage Loan Purchase Agreement, to the extent not otherwise
            included pursuant to clause (iii), all reasonable out-of-pocket
            expenses reasonably incurred or to be incurred 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, including, without limitation, all legal
            fees and expenses and any expenses of the Trust Fund relating to
            such Mortgage Loan (or REO Loan); plus

                  (v) Liquidation Fees payable with respect to such Mortgage
            Loan.

With respect to any REO Property to be sold pursuant to Section 3.18(c),
"Purchase Price" shall mean the amount calculated in accordance with the
preceding sentence in respect of the related REO Loan. With respect to any REO
Property to be purchased or sold pursuant to Section 3.18(b) that relates to a
Loan Pair, the term "REO Loan" shall mean the REO Loan with respect to both the
related Mortgage Loan and the related Companion Loans.

            "Qualified Bidder": As defined in Section 7.01(c).

            "Qualified Institutional Buyer": A "qualified institutional buyer"
as defined in Rule 144A under the Act.

            "Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with a
minimum claims paying ability rating of at least "A2" by Moody's and "A- " by
Fitch and (ii) with respect to the fidelity bond and errors and omissions
Insurance Policy required to be maintained pursuant to Section 3.07(c), except
as set forth in Section 3.07(c), an insurance company that has a claims paying
ability (or the obligations which are guaranteed or backed by a company having
such claims paying ability) rated no lower than two ratings below the rating
assigned to the then highest rated outstanding Certificate, but in no event
lower than "A2" by Moody's and "A- " by Fitch (or, if not rated by one of such
Rating Agencies, then at least "A" by two other nationally recognized
statistical rating organizations (which may include the other Rating Agencies))
or, in the case of clauses (i) and (ii), such other rating as each Rating Agency
shall have confirmed in writing will not cause such Rating Agency to downgrade,
qualify or withdraw the then current rating assigned by such Rating Agency to
any Class of Certificates as evidenced in writing.

            "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 Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage Loan (for example, on the
basis of a 360-day year consisting of twelve 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than two years
less than, the remaining term to stated maturity of the deleted Mortgage Loan;
(vi) have a then current loan-to-value ratio not higher than that of the deleted
Mortgage Loan as of the Closing Date and a current loan-to-value ratio not
higher than the then current loan-to-value ratio of the deleted Mortgage Loan,
in each case using the "value" as determined using an MAI appraisal; (vii)
comply (except in a manner that would not be adverse to the interests of the
Certificateholders) as of the date of substitution with all of the
representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an environmental report 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 a then current debt service coverage ratio of not less than the
original debt service coverage ratio of the deleted Mortgage Loan as of the
Closing Date and a current debt service coverage ratio of not less than the
current debt service coverage ratio of the deleted Mortgage Loan; (x) constitute
a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the applicable
Mortgage Loan Seller's expense); (xi) not have a maturity date or an
amortization schedule after the date two years prior to the Rated Final
Distribution Date; (xii) have comparable prepayment restrictions; (xiii) not be
substituted for a deleted Mortgage Loan unless the Trustee has received prior
confirmation in writing by each Rating Agency that such substitution will not
result in the withdrawal, downgrade, or qualification of the rating assigned by
the Rating Agency to any Class of Certificates then rated by the Rating Agency
(the cost, if any, of obtaining such confirmation to be paid by the applicable
Mortgage Loan Seller); (xiv) have been approved by the Directing
Certificateholder; (xv) prohibit defeasance within two years of the Closing
Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in
the termination of the REMIC status of either of the REMICs established under
this Agreement or the imposition of tax on either of such REMICs other than a
tax on income expressly permitted or contemplated to be received by the terms of
this Agreement, as determined by an Opinion of Counsel; and (xvii) have an
engineering report with respect to the related Mortgaged Property that will be
delivered as a part of the related Servicing File. In the event that more than
one mortgage loan is substituted for a deleted Mortgage Loan, then the amounts
described in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan
shall individually satisfy each of the requirements specified in (i) through
(xvi) and the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a
weighted average basis, provided that no individual Mortgage Rate (net of the
Servicing Fee Rate and the Trustee Fee Rate) shall be lower than the highest
fixed Pass-Through Rate (and not subject to a cap equal to the Weighted Average
Net Mortgage Rate) of any class of Regular Certificates (other than the Class
A-2FL Certificates) or the Class A-2FL Regular Interest having a principal
balance then outstanding. When a Qualified Substitute Mortgage Loan is
substituted for a deleted Mortgage Loan, (i) the applicable Mortgage Loan Seller
shall certify that the Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee and the Directing
Certificateholders and (ii) such Qualified Substitute Mortgage Loan shall become
part of the same Loan Group as the deleted Mortgage Loan.

            "Rated Final Distribution Date": As to each Class of Certificates,
[__________].

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

            "Rating Agency Trigger Event": The reduction of the Swap
Counterparty's long-term ratings below "A3" or "A-" by Moody's or S&P,
respectively.

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

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

            "Regular Certificate": Any of the Class A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P, Class NR, Class X-1 and Class X-2
Certificates.

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

            "Regulation S": Regulation S under the Act.

            "Regulation S Book-Entry Certificates": The Regular Certificates
sold in offshore transactions in reliance on Regulation S and represented by one
or more Book-Entry Certificates deposited with the Paying Agent as custodian for
the Depository.

            "Regulation S Investor": With respect to a transferee of a
Regulation S Book-Entry Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.

            "Regulation S Transfer Certificate": A certificate substantially in
the form of Exhibit I-1 or Exhibit I-2 hereto, as applicable.

            "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.

            "Related Certificates," "Related Uncertificated Lower-Tier
Interests" and "Related Components of Class X Certificates": For each of the
following Classes of Certificates or the Class A-2FL Regular Interest, as
applicable, the related Class of Uncertificated Lower-Tier Interests and the
related Components of Class X Certificates; for the following Components of the
Class X Certificates, the related Class of Uncertificated Lower-Tier Interests
and the related Class of Certificates or the Class A-2FL Regular Interest, as
applicable, set forth below; and for the following Classes of Uncertificated
Lower-Tier Interests, the related Components of the Class X Certificates and the
related Class of Certificates or the Class A-2FL Regular Interest, as
applicable, set forth below:

<TABLE>
<CAPTION>

                                         Related Uncertificated         Related Components of Class X
Related Certificate                       Lower-Tier Interest                   Certificates
----------------------------   --------------------------------------   -----------------------------
<S>                            <C>                                      <C>
Class A-1 Certificate          Class LA-1-1 Uncertificated Interest               XA-1-1
                               Class LA-1-2 Uncertificated Interest               XA-1-2
                               Class LA-1-3 Uncertificated Interest               XA-1-3
                               Class LA-1-4 Uncertificated Interest               XA-1-4
Class A-1A Certificate         Class LA-1A-1 Uncertificated Interest              XA-1A-1
                               Class LA-1A-2 Uncertificated Interest              XA-1A-2
                               Class LA-1A-3 Uncertificated Interest              XA-1A-3
                               Class LA-1A-4 Uncertificated Interest              XA-1A-4
                               Class LA-1A-5 Uncertificated Interest              XA-1A-5
                               Class LA-1A-6 Uncertificated Interest              XA-1A-6
                               Class LA-1A-7 Uncertificated Interest              XA-1A-7
                               Class LA-1A-8 Uncertificated Interest              XA-1A-8
                               Class LA-1A-9 Uncertificated Interest              XA-1A-9
                               Class LA-1A-10 Uncertificated Interest             XA-1A-10
                               Class LA-1A-11 Uncertificated Interest             XA-1A-11
                               Class LA-1A-12 Uncertificated Interest             XA-1A-12
                               Class LA-1A-13 Uncertificated Interest             XA-1A-13
                               Class LA-1A-14 Uncertificated Interest             XA-1A-14
                               Class LA-1A-15 Uncertificated Interest             XA-1A-15
Class A-2 Certificate          Class LA-2-1 Uncertificated Interest               XA-2-1
                               Class LA-2-2 Uncertificated Interest               XA-2-2
                               Class LA-2-3 Uncertificated Interest               XA-2-3
                               Class LA-2-4 Uncertificated Interest               XA-2-4
                               Class LA-2-5 Uncertificated Interest               XA-2-5
                               Class LA-2-6 Uncertificated Interest               XA-2-6
Class A-2FL Regular Interest   Class LA-2FL-1 Uncertificated Interest             XA-2FL-1
                               Class LA-2FL-2 Uncertificated Interest             XA-2FL-2
                               Class LA-2FL-3 Uncertificated Interest             XA-2FL-3
                               Class LA-2FL-4 Uncertificated Interest             XA-2FL-4
                               Class LA-2FL-5 Uncertificated Interest             XA-2FL-5
                               Class LA-2FL-6 Uncertificated Interest             XA-2FL-6
Class A-3 Certificate          Class LA-3-1 Uncertificated Interest               XA-3-1
                               Class LA-3-2 Uncertificated Interest               XA-3-2
Class A-4 Certificate          Class LA-4-1 Uncertificated Interest               XA-4-1
                               Class LA-4-2 Uncertificated Interest               XA-4-2
                               Class LA-4-3 Uncertificated Interest               XA-4-3
                               Class LA-4-4 Uncertificated Interest               XA-4-4
                               Class LA-4-5 Uncertificated Interest               XA-4-5
                               Class LA-4-6 Uncertificated Interest               XA-4-6
Class A-SB Certificate         Class LA-SB-1 Uncertificated Interest              XA-SB-1
                               Class LA-SB-2 Uncertificated Interest              XA-SB-2
                               Class LA-SB-3 Uncertificated Interest              XA-SB-3
                               Class LA-SB-4 Uncertificated Interest              XA-SB-4
                               Class LA-SB-5 Uncertificated Interest              XA-SB-5
                               Class LA-SB-6 Uncertificated Interest              XA-SB-6
Class A-M Certificate          Class LA-M Uncertificated Interest                 XA-M
Class A-J Certificate          Class LA-J Uncertificated Interest                 XA-J
Class B Certificate            Class LB Uncertificated Interest                   XB
Class C Certificate            Class LC Uncertificated Interest                   XC
Class D Certificate            Class LD-1 Uncertificated Interest                 XD-1
                               Class LD-2 Uncertificated Interest                 XD-2
                               Class LD-3 Uncertificated Interest                 XD-3
Class E Certificate            Class LE-1 Uncertificated Interest                 XE-1
                               Class LE-2 Uncertificated Interest                 XE-2
                               Class LE-3 Uncertificated Interest                 XE-3
Class F Certificate            Class LF-1 Uncertificated Interest                 XF-1
                               Class LF-2 Uncertificated Interest                 XF-2
                               Class LF-3 Uncertificated Interest                 XF-3
Class G Certificate            Class LG-1 Uncertificated Interest                 XG-1
                               Class LG-2 Uncertificated Interest                 XG-2
Class H Certificate            Class LH-1 Uncertificated Interest                 XH-1
                               Class LH-2 Uncertificated Interest                 XH-2
                               Class LH-3 Uncertificated Interest                 XH-3
Class J Certificate            Class LJ Uncertificated Interest                   XJ
Class K Certificate            Class LK-1 Uncertificated Interest                 XK-1
                               Class LK-2 Uncertificated Interest                 XK-2
Class L Certificate            Class LL Uncertificated Interest                   XL
Class M Certificate            Class LM Uncertificated Interest                   XM
Class N Certificate            Class LN Uncertificated Interest                   XN
Class P Certificate            Class LP Uncertificated Interest                   XP
Class NR Certificate           Class LNR Uncertificated Interest                  XNR

</TABLE>

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

            "REMIC Administrator": The Paying Agent or any REMIC administrator
appointed pursuant to Section 10.04.

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
promulgated thereunder, as the foregoing may be in effect from time to time.

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled
"[____________________], or the applicable successor Special Servicer, as
Special Servicer, for the benefit of [________], as trustee, in trust for
registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
[________], REO Account." Any such account or accounts shall be an Eligible
Account.

            "REO Acquisition": The 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.

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

            "REO Loan": The Mortgage Loan or Companion Loan deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Loan shall
be deemed to be outstanding for so long as the related REO Property remains part
of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date
therefor, and otherwise has the same terms and conditions as its predecessor
Mortgage Loan or Companion Loan, including, without limitation, with respect to
the calculation of the Mortgage Rate in effect from time to time (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan or Companion Loan). Each REO Loan shall be deemed to have an
initial outstanding principal balance and Stated Principal Balance equal to the
outstanding principal balance and Stated Principal Balance, respectively, of its
predecessor Mortgage Loan or Companion Loan as of the date of the related REO
Acquisition. All amounts due and owing in respect of the predecessor Mortgage
Loan or Companion Loan as of the date of the related REO Acquisition, including,
without limitation, accrued and unpaid interest, shall continue to be due and
owing in respect of a REO Loan. All amounts payable or reimbursable to the
Master Servicer, the Special Servicer or the Trustee, as applicable, in respect
of the predecessor Mortgage Loan or Companion Loan as of the date of the related
REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees and any unreimbursed Advances, additional Trust Fund
expenses, together with any interest accrued and payable to the Master Servicer
or the Trustee, as applicable, 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 Master Servicer or the Trustee, as applicable, in respect of an REO Loan.
In addition, Unliquidated Advances and Nonrecoverable Advances with respect to
such REO Loan, in each case, that were paid from collections on the Mortgage
Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of "Principal
Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan
Group 2 Principal Distribution Amount" shall be deemed outstanding until
recovered. Collections in respect of each REO Loan (exclusive of the 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, selling,
leasing and maintaining the related REO Property) shall be treated: first, as a
recovery of accrued and unpaid interest on such REO Loan at the related Mortgage
Rate in effect from time to time to, but not including, the Due Date in the Due
Period of receipt (exclusive of any portion that constitutes Excess Interest);
second, as a recovery of Unliquidated Advances with respect to such REO Loan;
third, as a recovery of principal of such REO Loan to the extent of its entire
unpaid principal balance; fourth, as a recovery of Nonrecoverable Advances with
respect to such REO Loan; and fifth, in accordance with the Servicing Standards
of the Master Servicer, as a recovery of any other amounts due and owing in
respect of such REO Loan, including, without limitation, (i) Penalty Charges,
(ii) Yield Maintenance Charges and (iii) Excess Interest and other amounts, in
that order.

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

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for
the benefit of the Certificateholders (and the related Companion Holder, subject
to the related Intercreditor Agreement with respect to a Mortgaged Property
securing a Loan Pair) and the Trustee (as holder of the Class A-2FL Regular
Interest and the Uncertificated Lower-Tier Interests)

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

            "Reportable Event": As defined in Section 11.07.

            "Reporting Servicer": The Master Servicer, the Special Servicer, the
Trustee, the Paying Agent 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 E attached hereto.

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

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

            "Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which Certificates are first
offered to Persons other than the Initial Purchasers and any other distributor
(as such term is defined in Regulation S) of the Certificates and (b) the
Closing Date.

            "Retained Fee Rate": A rate of [0.005]% per annum.

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

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

            "Rule 144A Book-Entry Certificate": With respect to any Class of
Certificates offered and sold in reliance on Rule 144A, a single, permanent
Book-Entry Certificate, in definitive, fully registered form without interest
coupons.

            "S&P": Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc., and its successors in interest. If S&P or 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 Trustee, the
Paying Agent, the Master Servicer and the Special Servicer and specific ratings
of S&P herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated.

            "Sarbanes-Oxley Certification": As defined in Section 11.06.

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

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

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

            "Serviced Companion Loan": As defined in Section [_].

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

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Master Servicer, the Special Servicer or
the Trustee, as applicable, in connection with the servicing and administering
of (a) a Mortgage Loan (and in the case of an AB Mortgage Loan, the related
Companion Loan) in respect of which a default, delinquency or other
unanticipated event has occurred or as to which a default is reasonably
foreseeable or (b) an REO Property, including (in the case of each of such
clause (a) and clause (b)), but not limited to, (x) the cost of (i) compliance
with the Master Servicer's obligations set forth in Section 3.03(c), (ii) the
preservation, restoration and protection of a Mortgaged Property, (iii)
obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of
the nature described in clauses (i)-(iv) of the definition of "Liquidation
Proceeds," (iv) any enforcement or judicial proceedings with respect to a
Mortgaged Property, including foreclosures and (v) the operation, leasing,
management, maintenance and liquidation of any REO Property and (y) any amount
specifically designated herein to be paid as a "Servicing Advance".
Notwithstanding anything to the contrary, "Servicing Advances" shall not include
allocable overhead of the Master Servicer, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO
Property.

            "Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time and which as
of the Closing Date are listed on Exhibit X hereto.

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

            "Servicing Fee Amount": With respect to the Master Servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan, (a) the Stated Principal Balance of such Mortgage Loan
as of the end of the immediately preceding Due Period and (b) the difference
between the Servicing Fee Rate for such Mortgage Loan over the servicing fee
rate (if any) applicable to such Mortgage Loan as specified in any Sub-Servicing
Agreement related to such Mortgage Loan. With respect to each Sub-Servicer and
any date of determination, the aggregate of the products obtained by
multiplying, for each Mortgage Loan serviced by such Sub-Servicer, (a) the
Stated Principal Balance of such Mortgage Loan as of the end of the immediately
preceding Due Period and (b) the servicing fee rate specified in the related
Sub-Servicing Agreement for such Mortgage Loan.

            "Servicing Fee Rate": With respect to each Mortgage Loan and REO
Loan, a rate equal to the per annum rate set forth on the Mortgage Loan Schedule
under the heading "Servicing Fee Rate," in each case computed on the basis of
the Stated Principal Balance of the related Mortgage Loan. With respect to each
Companion Loan, the rate payable to the Master Servicer with respect to the
related Mortgage Loan to the extent not inconsistent with the related
Intercreditor Agreement.

            "Servicing File": Shall mean a photocopy of all items required to be
included in the Mortgage File, together with each of the following, to the
extent such items were actually delivered to the related Mortgage Loan Seller
with respect to a Mortgage Loan and (to the extent that the identified documents
existed on or before the Closing Date and the applicable reference to Servicing
File relates to any period after the Closing Date) delivered by the related
Mortgage Loan Seller to the Master Servicer: (i) a copy of any engineering
reports, environmental reports or property condition reports; (ii) other than
with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office,
retail, industrial or warehouse property, a copy of all leases and estoppels and
subordination and non-disturbance agreements delivered to the Mortgage Loan
Seller; (iii) copies of related financial statements or operating statements;
(iv) all legal opinions (excluding attorney-client communications between any
Mortgage Loan Seller and its counsel that are privileged communications or
constitute legal or other due diligence analyses), Mortgagor's Certificates and
certificates of hazard insurance and/or hazard insurance policies or other
applicable insurance policies, if any, delivered in connection with the closing
of the Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged
Property(ies); (vi) the documents that were delivered by or on behalf of the
Mortgagor, which documents were required to be delivered in connection with the
closing of such Mortgage Loan; and (vii) for any Mortgage Loan that the related
Mortgaged Property is leased to a single tenant, a copy of the lease.

            "Servicing Function Participant" 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 Mortgage Loans.

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

            "Servicing-Released Bid": As defined in Section 7.01(c).

            "Servicing-Retained Bid": As defined in Section 7.01(c).

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

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

                  (i) with respect to a Mortgage Loan or Companion Loan that is
            not a Balloon Mortgage Loan, (a) a payment default shall have
            occurred at its original Maturity Date, or (b) if the original
            Maturity Date of such Mortgage Loan or Companion Loan has been
            extended, a payment default shall have occurred at such extended
            Maturity Date; or

                  (ii) with respect to each Mortgage Loan or Companion Loan that
            is a Balloon Mortgage Loan, the Balloon Payment is delinquent;
            provided that if the Mortgagor delivers a refinancing commitment
            acceptable to the Special Servicer prior to the date such Balloon
            Payment was due, a Servicing Transfer Event will not occur until the
            earlier of (x) 60 days following the due date of the Balloon Payment
            and (y) the date on which the refinancing commitment terminates; or

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

                  (iv) the Master Servicer makes a judgment, or receives from
            the Special Servicer a written determination of the Special Servicer
            concurred in by the Directing Certificateholder that a payment
            default is imminent and is not likely to be cured by the related
            Mortgagor within 60 days; or

                  (v) a decree or order of a court or agency or supervisory
            authority having jurisdiction in the premises in an involuntary case
            under any present or future federal or state bankruptcy, insolvency
            or similar law, or the appointment of a conservator, 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
            Mortgagor; provided, that if such decree or order is discharged or
            stayed within 60 days of being entered, or if, as to a bankruptcy,
            the automatic stay is lifted within 60 days of a filing for relief
            or the case is dismissed, upon such discharge, stay, lifting or
            dismissal such Mortgage Loan or Companion Loan shall no longer be a
            Specially Serviced Mortgage Loan (and no Special Servicing Fees,
            Workout Fees or Liquidation Fees will be payable with respect
            thereto and any such fees actually paid shall be reimbursed by the
            Special Servicer); or

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

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

                  (viii) a default of which the Master Servicer or the Special
            Servicer, as applicable, has notice (other than a failure by such
            Mortgagor to pay principal or interest) and which the Master
            Servicer or Special Servicer (in the case of the Special Servicer,
            with Directing Certificateholder consent) determines in its good
            faith reasonable judgment may materially and adversely affect the
            interests of the Certificateholders or the holders of the related
            Companion Loan, if applicable, has occurred and remained unremedied
            for the applicable grace period specified in such Mortgage Loan or
            Companion Loan documents, other than the failure to maintain
            terrorism insurance if such failure constitutes an Acceptable
            Insurance Default (or if no grace period is specified for those
            defaults which are capable of cure, 60 days); or

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

                  (x) the Master Servicer or Special Servicer (in the case of
            the Special Servicer, with the consent of the Directing
            Certificateholder) determines that (i) a default (other than as
            described in clause (iv) above) under the Mortgage Loan or Companion
            Loan is imminent, (ii) such default will materially impair the value
            of the corresponding Mortgaged Property as security for the Mortgage
            Loan and Companion Loan (if any) or otherwise materially adversely
            affect the interests of Certificateholders (and/or, with respect to
            each AB Mortgage Loan, the related Companion Holder), and (iii) the
            default will continue unremedied for the applicable cure period
            under the terms of the Mortgage Loan or Companion Loan or, if no
            cure period is specified and the default is capable of being cured,
            for 30 days (provided that such 30-day grace period does not apply
            to a default that gives rise to immediate acceleration without
            application of a grace period under the terms of the Mortgage Loan
            or Companion Loan); provided that any determination that a Servicing
            Transfer Event has occurred under this clause (x) with respect to
            any Mortgage Loan or Companion Loan solely by reason of the failure
            (or imminent failure) of the related Mortgagor to maintain or cause
            to be maintained insurance coverage against damages or losses
            arising from acts of terrorism may only be made by the Special
            Servicer (with the consent of the Directing Certificateholder).

            If any Companion Loan becomes a Specially Serviced Mortgage Loan,
the related AB Mortgage Loan, shall also become a Specially Serviced Mortgage
Loan. If any AB Mortgage Loan becomes a Specially Serviced Mortgage Loan, the
related Companion Loan shall become a Specially Serviced Mortgage Loan. If any
Mortgage Loan in a Crossed Group becomes a Specially Serviced Mortgage Loan,
each other Mortgage Loan in such Crossed Group shall also become a Specially
Serviced Mortgage Loan.

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

            "Sole Certificateholder": Any Certificate Owner of a book-entry
Certificate or a Holder of a definitive Certificate holding 100% of the Class
X-1, Class X-2, Class A-1A, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P and Class NR Certificates or, with respect
to such Classes of Certificates an assignment of the voting rights thereof;
provided, however, that the Certificate Balances of the Class A-1, Class A-2,
Class A-2FL, Class A-3, Class A-4, Class A-M, Class A-J, Class B, Class C and
Class D Certificates have been retired.

            "Special Servicer": [________], a [__________] corporation, 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
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b), which in any event shall be a minimum of
$[________] per month per Specially Serviced Mortgage Loan and REO Loan.

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, in the same manner as interest is
calculated on the Specially Serviced Mortgage Loans.

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

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

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

                  (i) the principal portion of each Monthly Payment due on such
            Mortgage Loan after the Cut-off Date (or in the case of a Qualified
            Substitute Mortgage Loan, the Due Date in the related month of
            substitution), to the extent received from the Mortgagor or advanced
            by the Master Servicer;

                  (ii) all Principal Prepayments received with respect to such
            Mortgage Loan after the Cut-off Date (or in the case of a Qualified
            Substitute Mortgage Loan, the Due Date in the related month of
            substitution);

                  (iii) the principal portion of all Insurance and Condemnation
            Proceeds (to the extent allocable to principal on the related
            Mortgage Loan) and Liquidation Proceeds received with respect to
            such Mortgage Loan after the Cut-off Date (or in the case of a
            Qualified Substitute Mortgage Loan, the Due Date in the related
            month of substitution); and

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

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

                  (i) the principal portion of any P&I Advance made with respect
            to such REO Loan; and

                  (ii) the principal portion of all Insurance and Condemnation
            Proceeds (to the extent allocable to principal on the related
            Mortgage Loan), Liquidation Proceeds and REO Revenues received with
            respect to such REO Loan.

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

            With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan as of such date.

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

            "Subcontractor": Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer or a Sub-Servicer.

            "Sub-Servicer": Any Person that services Mortgage Loans on behalf of
the Master Servicer or any Sub-Servicer and is responsible for the performance
(whether directly or through Sub-Servicers or Subcontractors) of a substantial
portion of the material servicing functions required to be performed by the
Master Servicer under this Agreement, with respect to some or all of the
Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.

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

            "Subordinate Certificate": Any Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P or Class NR Certificate.

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

            "Successful Bidder": As defined in Section 7.01(c).

            "Swap Contract": The 1992 ISDA Master Agreement, together with the
related schedule, confirmation and any annexes thereto, dated as of [________],
20[__], by and among the Swap Counterparty and the Trustee, solely in its
capacity as Trustee, on behalf of the Trust (a copy of which is attached hereto
as Exhibit BB).

            "Swap Counterparty": [________], acting in such capacity, or its
successor in interest.

            "Swap Counterparty Collateral Account": The trust account or
accounts created and maintained as a separate account or accounts by the Paying
Agent pursuant to Section 3.32(g), which shall be entitled
"[____________________], as Paying Agent, in trust for the registered Holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series [________] Class A-2FL Certificates (subject
to the rights of the Swap Counterparty as provided in the Swap Contract), Swap
Counterparty Collateral Account," and which must be an Eligible Account (or a
subaccount of an Eligible Account). The Swap Counterparty Collateral Account
shall not be an asset of either the Lower-Tier REMIC or the Upper-Tier REMIC
formed hereunder.

            "Swap Default": Any failure on the part of the Swap Counterparty to
(i) make a required payment under the Swap Contract or (ii) either post
acceptable collateral or find an acceptable replacement Swap Counterparty after
a Rating Agency Trigger Event has occurred as required by Part 1, paragraph (k)
of the Schedule to the Master Agreement in the Swap Contract.

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

            "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
due to its classification as a REMIC under the REMIC Provisions, and the
applicable federal income tax returns to be filed on behalf of the Grantor
Trust, 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 tax law or Applicable State and Local Tax Law.

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

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

            "Transferable Servicing Interest": Subject to reduction by the
Trustee pursuant to Section 3.11(a), the amount by which the Servicing Fee
otherwise payable to the Master Servicer hereunder exceeds the sum of (i) the
Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using
the Retained Fee Rate.

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

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

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

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

            "Trust Fund": The corpus of the trust created hereby and to be
administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or after the date of
substitution with respect to a Qualified Substitute Mortgage Loan); (iii) any
REO Property (to the extent of the Trust Fund's interest therein); (iv) all
revenues received in respect of any REO Property (to the extent of the Trust
Fund's interest therein); (v) the Master Servicer's, the Special Servicer's and
the Trustee's rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust Fund's interest therein); (vi) any
Assignments of Leases and any security agreements (to the extent of the Trust
Fund's interest therein); (vii) any letters of credit, indemnities, guaranties
or lease enhancement policies given as additional security for any Mortgage
Loans (to the extent of the Trust Fund's interest therein); (viii) all assets
deposited in the Servicing Accounts (to the extent of the Trust Fund's interest
therein), amounts on deposit in the Certificate Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Excess Interest
Distribution Account, the Floating Rate Account, the Interest Reserve Account,
the Gain-on-Sale Reserve Account and any REO Account (to the extent of the Trust
Fund's interest in such REO Account), including any reinvestment income, as
applicable; (ix) any Environmental Indemnity Agreements (to the extent of the
Trust Fund's interest therein); (x) the rights and remedies under each Mortgage
Loan Purchase Agreement; (xi) the Uncertificated Lower-Tier Interests and the
Class A-2FL Regular Interest; (xii) the Swap Contract; and (xiii) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to
the extent such interest belongs to the related Mortgagor).

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

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

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement. The Trustee Fee includes the
Paying Agent Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the principal balance of any Companion Loan.

            "Trustee Fee Rate": A rate equal to [_____]% per annum computed on
the basis of the Stated Principal Balance of the related Mortgage Loan (and in
the same manner as interest is calculated on the related Mortgage Loan) as of
the preceding Distribution Date. [The Trustee Fee Rate includes the Paying Agent
Fee Rate.]

            "Trustee's Direction": As defined in Section 7.01(a).

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

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

            "Uncertificated Lower-Tier Interests": [Any of the Class LA-1-1,
Class LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1A-1, Class LA-1A-2, Class
LA-1A-3, Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class
LA-1A-8, Class LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class
LA-1A-13, Class LA-1A-14, Class LA-1A-15, Class LA-2-1, Class LA-2-2, Class
LA-2-3, Class LA-2-4, Class LA-2-5, Class LA-2-6, Class LA-2FL-1, Class
LA-2FL-2, Class LA-2FL-3, Class LA-2FL-4, Class LA-2FL-5, Class LA-2FL-6, Class
LA-3-1, Class LA-3-2, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4,
Class LA-4-5, Class LA-4-6, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class
LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class LA-M, Class LA-J, Class LB, Class
LC, Class LD-1, Class LD-2, Class LD-3, Class LE-1, Class LE-2, Class LE-3,
Class LF-1, Class LF-2, Class LF-3, Class LG-1, Class LG-2, Class LH-1, Class
LH-2, Class LH-3, Class LJ, Class LK-1, Class LK-2, Class LL, Class LM, Class
LN, Class LP and Class LNR] Uncertificated Interests.

            "Underwriters": [________], [________], [____________________] and
[____________________].

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

            "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 subsections (iii) and (iv) of
Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the Mortgage Loan or REO Property in
respect of which the Advance was made.

            "Unscheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of (a) all Principal
Prepayments received on such Mortgage Loans on or prior to the P&I Advance Date
and (b) the principal portions of all Liquidation Proceeds, Insurance and
Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued
interest on Advances and other additional Trust Fund expenses incurred in
connection with the related Mortgage Loan) and, if applicable, REO Revenues
received with respect to such Mortgage Loans and any REO Loans on or prior to
the related P&I Advance Date, but in each case only to the extent that such
principal portion represents a recovery of principal for which no advance was
previously made pursuant to Section 4.03 in respect of a preceding Distribution
Date.

            "Upper-Tier Distribution Account": The segregated account or
accounts (or a subaccount of the Distribution Account) created and maintained by
the Paying Agent pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "[________], as Paying Agent, in
trust for the registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[________], Upper-Tier Distribution Account." Any such account or accounts shall
be an Eligible Account (or a subaccount of the Distribution Account).

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

            "U.S. Dollars": Lawful money of the United States of America.

            "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the
United States, any State thereof or the District of Columbia, including any
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class X
Certificates (allocated pro rata, between the Class X-1 and Class X-2
Certificates based upon their Class Notional Amounts) and (ii) in the case of
any other Class of Regular Certificates (other than the Class X certificates) a
percentage equal to the product of 96% and a fraction, the numerator of which is
equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates (other than the Class X Certificates), each determined as
of the Distribution Date immediately preceding such time. None of the Class S
Certificates, the Class R Certificates and the Class LR Certificates will be
entitled to any Voting Rights. 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. Appraisal Reductions shall not result in a change in the Class
Voting Rights of any Class of Regular Certificates.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the applicable Net Mortgage Rates of
the Mortgage Loans as of the first day of the related Due Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Due Period (after giving effect to any payments received during any
applicable grace period).

            "Withheld Amounts": As defined in Section 3.26(a).

            "Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of
three Monthly Payments under its modified terms, would then constitute) a
Corrected Mortgage 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
Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes an obligation of the Mortgagor to pay such amount under the
terms of the modified loan documents. That any amount constitutes all or a
portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such
amount instead constitutes a Nonrecoverable Advance.

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

            "Workout Fee Rate": A fee of [1.00]% of each collection (other than
Penalty Charges and Excess Interest) of interest and principal (other than any
amount for which a Liquidation Fee would be paid), including (i) Monthly
Payments, (ii) Balloon Payments and (iii) payments (other than those included in
clause (i) or (ii) of this definition) at maturity, received on each Corrected
Mortgage Loan for so long as it remains a Corrected Mortgage Loan.

            "Yield Maintenance Charge": With respect to any Mortgage Loan or REO
Loan, the yield maintenance charge or prepayment premium set forth in the
related Mortgage Loan documents; provided that no amounts shall be considered
Yield Maintenance Charges until there has been a full recovery of all principal,
interest and other amounts due under the related Mortgage Loan.

            Section 1.02 Certain Calculations. Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall
apply:

                  (i) All calculations of interest (other than as provided in
            the Mortgage Loan documents) provided for herein shall be made on
            the basis of a 360-day year consisting of twelve 30-day months.

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

                  (iii) Any reference to the Certificate Balance of any Class of
            Certificates (other than the Class S, Class X and Residual
            Certificates) or the Class A-2FL Regular Interest (and
            correspondingly, the Class A-2FL Certificates) on or as of a
            Distribution Date shall refer to the Certificate Balance of such
            Class of Certificates (other than the Class S, Class X and Residual
            Certificates) or the Class A-2FL Regular Interest (and
            correspondingly, the Class A-2FL Certificates) on such Distribution
            Date after giving effect to (a) any distributions made on such
            Distribution Date pursuant to Section 4.01(a), (b) any Collateral
            Support Deficit allocated to such Class of Certificates (other than
            the Class S, Class X and Residual Certificates) or the Class A-2FL
            Regular Interest (and correspondingly, the Class A-2FL Certificates)
            on the immediately preceding Distribution Date pursuant to Section
            4.04, (c) the addition of any Certificate Deferred Interest
            allocated to such Class of Certificates (other than the Class S,
            Class X and Residual Certificates) or the Class A-2FL Regular
            Interest (and correspondingly, the Class A-2FL Certificates) and
            added to such Certificate Balance pursuant to Section 4.06(b) and
            (d) any recoveries on the related Mortgage Loan of Nonrecoverable
            Advances (plus interest thereon) that were previously reimbursed
            from principal collections on the Mortgage Loans that resulted in a
            reduction of the Principal Distribution Amount, Loan Group 1
            Principal Distribution Amount or Loan Group 2 Principal Distribution
            Amount, which recoveries are allocated to such Class of Certificates
            or the Class A-2FL Regular Interest and added to the Certificate
            Balance pursuant to Section 4.04 (a). The Certificate Balance of the
            Class A-2FL Certificates shall be equal to the Certificate Balance
            of the Class A-2FL Regular Interest at all times, and any reductions
            or increases in the Certificate Balance of the Class A-2FL Regular
            Interest shall result in a corresponding reduction or increase, as
            applicable, of the Certificate Balance of the Class A-2FL
            Certificates.

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

                               [End of Article I]

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a
trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and
convey to the Trustee, in trust, without recourse, for the benefit of the
Certificateholders and the Trustee (as holder of the Class A-2FL Regular
Interest and the Uncertificated Lower-Tier Interests) all the right, title and
interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on
the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5, 6(a) (excluding clause
(viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17,
18 and 19 of each of the Mortgage Loan Purchase Agreements, (iii) the
Intercreditor Agreements, and (iv) all other assets included or to be included
in the Trust Fund. Such assignment includes all interest and principal received
or receivable on or with respect to the Mortgage Loans (other than (i) payments
of principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date and (ii) prepayments of principal collected on or before the
Cut-off Date. The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 12.07, is
intended by the parties to constitute a sale. In connection with the assignment
to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of
Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19
of each of the Mortgage Loan Purchase Agreements, it is intended that the
Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any
exercise of rights under the assigned Sections, and the Depositor shall use its
best efforts to make available to the Trustee the benefits of Sections 10, 11
and 14 in connection therewith.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby, on or before the Closing Date, the Mortgage File for each
Mortgage Loan so assigned, with copies to the Master Servicer. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, the original Mortgage Note, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be
deemed to have been satisfied; provided, such Mortgage Loan Seller shall deliver
a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying
the Trustee. If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (viii), (xi) and (xii) of the definition of
"Mortgage File," with evidence of filing or recording thereon (if intended to be
recorded or filed), solely because of a delay caused by the public filing or
recording office where such document or instrument has been delivered for filing
or recordation, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied on a provisional basis as of the Closing Date as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be
deemed to have been included in the Mortgage File, provided that a duplicate
original or a photocopy of such non-delivered document or instrument (certified
by the applicable public filing or recording office, the applicable title
insurance company or the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted for filing or recording) is
delivered to the Trustee or a Custodian appointed thereby on or before the
Closing Date, and either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate county
recorder's office, in the case of the documents and/or instruments referred to
in clause (ii) of the definition of "Mortgage File," to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing
or recording thereon, is delivered to the Trustee or such Custodian within [180]
days of the Closing Date (or within such longer period, not to exceed [18]
months, after the Closing Date as the Trustee may consent to, which consent
shall not be unreasonably withheld so long as the applicable Mortgage Loan
Seller is, as certified in writing to the Trustee no less often than every [90]
days, attempting in good faith to obtain from the appropriate public filing
office or county recorder's office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iv), (viii) and (xi) of the definition of "Mortgage File," with
evidence of filing or recording thereon, for any other reason, including,
without limitation, that such non-delivered document or instrument has been lost
or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to
such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, provided
that a photocopy of such non-delivered document or instrument (with evidence of
filing or recording thereon and certified in the case of the documents and/or
instruments referred to in clause (ii) of the definition of "Mortgage File" by
the appropriate county recorder's office to be a true and complete copy of the
original thereof submitted for recording) is delivered to the Trustee or a
Custodian appointed thereby on or before the Closing Date. Neither the Trustee
nor any Custodian shall in any way be liable for any failure by any Mortgage
Loan Seller or the Depositor to comply with the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the
Closing Date as to any Mortgage Loan, the applicable Mortgage Loan Seller cannot
deliver in complete and recordable form (or form suitable for filing or
recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), (v) (to the extent not already assigned pursuant to
clause (iii)), (vii) (to the extent not already assigned pursuant to clause
(iii)) or (xi) of the definition of "Mortgage File" solely because of the
unavailability of filing or recording information as to any existing document or
instrument and/or because such assignments are assignments in blank and have not
been completed in favor of the Trustee as specified in the related clause(s) of
the definition of "Mortgage File," such Mortgage Loan Seller may provisionally
satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) by delivering with respect to such Mortgage
Loan on the Closing Date an omnibus assignment of such Mortgage Loan
substantially in the form of Exhibit H; provided that all required original
assignments with respect to such Mortgage Loan, in fully complete and recordable
form (or form suitable for filing or recording, if applicable), are delivered to
the Trustee or its Custodian within [180] days of the Closing Date (or within
such longer period, not to exceed [18] months, as the Trustee in its discretion
may consent to, which consent shall not be unreasonably withheld so long as the
applicable Mortgage Loan Seller is, as certified in writing to the Trustee no
less often than every [90] days, attempting in good faith to obtain from the
appropriate public filing office or county recorder's office the applicable
filing or recording information as to the related document or instrument).
Notwithstanding anything herein to the contrary, with respect to letters of
credit, the applicable Mortgage Loan Seller shall deliver to the Master Servicer
and the Master Servicer shall hold the original (or copy, if such original has
been submitted by the applicable Mortgage Loan Seller to the issuing bank to
effect an assignment or amendment of such letter of credit that may be required
in order for the Master Servicer to draw on such letter of credit on behalf of
the Trust in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed
to have satisfied the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) by delivering with respect to any
letter(s) of credit a copy thereof to the Trustee together with an officer's
certificate of the applicable Mortgage Loan Seller certifying that such document
has been delivered to the Master Servicer or an officer's certificate from the
Master Servicer certifying that it holds the letter(s) of credit pursuant to
this Section 2.01(b), the original or a copy shall be delivered to the Trustee
on the Closing Date. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of
credit on behalf of the Trust in accordance with the applicable terms thereof
and/or of the related Mortgage Loan documents, the applicable Mortgage Loan
Seller shall deliver the appropriate assignment or amendment documents (or
copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of
credit for processing) to the Master Servicer within 30 days of the Closing
Date. The applicable Mortgage Loan Seller shall pay any costs of assignment or
amendment of such letter(s) of credit required in order for the Master Servicer
to draw on such letter(s) of credit on behalf of the Trust.

            (c) Pursuant to each Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller is required at its sole cost and expense, to itself, or to
engage a third party to, put each Assignment of Mortgage and each assignment of
each UCC Financing Statement ("Assignments" and, individually, "Assignment")
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan
Purchase Agreement in proper form for filing or recording, as applicable, and to
submit such Assignments for filing or recording, as the case may be, in the
applicable public filing or recording office, and on the Closing Date, such
Mortgage Loan Seller may deliver one (1) omnibus assignment for all such
Mortgage Loans to the Trustee or its Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this
subsection (c), the related Mortgage Loan Seller will itself, or a third party
at such Mortgage Loan Seller's expense will, promptly (and in any event within
[120] days of the later of the Closing Date and the Trustee's actual receipt of
the related documents and the necessary recording and filing information) cause
to be submitted for recording or filing, as the case may be, in the appropriate
public office for real property records or UCC Financing Statements, as
appropriate, each assignment to the Trustee referred to in clauses (iii) and (v)
of the definition of "Mortgage File" and each UCC assignment to the Trustee
referred to in clause (xi) of the definition of "Mortgage File." Each such
Assignment submitted for recording shall reflect that it should be returned by
the public recording office to the Trustee or its designee following recording
(or to the agent of the Mortgage Loan Seller who will then be responsible for
delivery of the same to the Trustee or its designee), and each such UCC
assignment submitted for recording or filing shall reflect that the file copy
thereof should be returned to the Trustee or its designee following recording or
filing (or to the agent of the Mortgage Loan Seller who will then be responsible
for delivery of the same to the Trustee or its designee). If any such document
or instrument is determined to be incomplete or not to meet the recording or
filing requirements of the jurisdiction in which it is to be recorded or filed,
or is lost by the public office or returned unrecorded or unfiled, as the case
may be, because of a defect therein, on or about [180] days after the Closing
Date, the related Mortgage Loan Seller or its designee shall prepare, at its own
expense, a substitute therefor or cure such defect, as the case may be, and
thereafter the Mortgage Loan Seller or its designee shall, at the expense of the
related Mortgage Loan Seller, upon receipt thereof cause the same to be duly
recorded or filed. If, by the first anniversary of the Closing Date, the Trustee
has not received confirmation of the recording or filing as the case may be, of
any such Assignment, it shall so advise the related Mortgage Loan Seller who may
then pursue such confirmation itself or request that the Trustee pursue such
confirmation at the related Mortgage Loan Seller's expense, and upon such a
request and provision for payment of such expenses satisfactory to the Trustee,
the Trustee, at the expense of the applicable Mortgage Loan Seller, shall cause
a search of the land records of each jurisdiction and of the records of the
offices of the applicable Secretary of State for confirmation that the
Assignment appears in such records and retain a copy of such confirmation in the
related Mortgage File. In the event that confirmation of the recording or filing
of an Assignment cannot be obtained, the Trustee or the related Mortgage Loan
Seller, as applicable, shall promptly inform the other and the Trustee shall
provide such Mortgage Loan Seller with a copy of the Assignment and request the
preparation of a new Assignment. The related Mortgage Loan Seller shall pay the
expenses for the preparation of replacement Assignments for any Assignments
which, having been properly submitted for filing or recording to the appropriate
governmental office by the Trustee, fail to appear of record and must be
resubmitted. Notwithstanding the foregoing, there shall be no requirement to
record any assignment to the Trustee referred to in clause (iii) or (v) of the
definition of "Mortgage File," or to file any UCC-3 to the Trustee referred to
in clause (xi) of the definition of "Mortgage File," in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an
expense of the related Mortgage Loan Seller) acceptable to the Depositor and the
Trustee, such recordation and/or filing is not required to protect the Trustee's
interest in the related Mortgage Loans against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Mortgage Loans (including
financial statements, operating statements and any other information provided by
the respective Mortgagor from time to time, but excluding the applicable
Mortgage Loan Seller's internal communications (including such communications
between the Mortgage Loan Seller and its Affiliates) and underwriting analysis
(including documents prepared by the applicable Mortgage Loan Seller or any of
its Affiliates for such purposes), draft documents, attorney-client
communications which are privileged communications or constitute legal or other
due diligence analyses and credit underwriting or due diligence analyses or
data) that (i) are not required to be a part of a Mortgage File in accordance
with the definition thereof and (ii) are reasonably necessary for the servicing
of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage
Loan Seller to the Master Servicer within 5 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 Class A-2FL Regular
Interest and the Uncertificated Lower-Tier Interests) and, if applicable, on
behalf of the related Companion Holder. Such documents and records shall be any
documents and records that would otherwise be a part of the Servicing File.

            (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 of each of the
Mortgage Loan Purchase Agreements, 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 Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Mortgage Loans
transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred
to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.

            (g) The Paying Agent hereby acknowledges the receipt by it of the
Closing Date Deposit Amount. The Paying Agent shall hold such Closing Date
Deposit Amount in the Distribution Account and shall include the Closing Date
Deposit Amount in the Available Distribution Amount for the initial Distribution
Date. The Closing Date Deposit Amount shall remain uninvested.

            Section 2.02 Acceptance by Trustee. (a) The Trustee, by the
execution and delivery of this Agreement (1) acknowledges receipt by it or a
Custodian on its behalf, subject to the provisions of Section 2.01 and the
further review provided for in this Section 2.02 and to any exceptions noted on
the Trustee Exception Report, in good faith and without notice of any adverse
claim, of the applicable documents specified in clause (i), (ii), (ix), (xv),
(xvi) (or, with respect to clause (xvi), a copy of such letter of credit and an
officer's certificate as contemplated by Section 2.01(b) hereof) and (xxiii) of
the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements,
and of all other assets included in the Trust Fund and (2) declares (a) that it
or a Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Sellers that
constitute the Mortgage Files, and (b) 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 and, with respect to any original
document in the Mortgage File for each Loan Pair, for any present or future
Companion Holder (and for the benefit of the Trustee as holder of the Class
A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), as
applicable. If any Mortgage Loan Seller is unable to deliver or cause the
delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a
copy of such Mortgage Note, together with a signed lost note affidavit and
appropriate indemnity and shall thereby be deemed to have satisfied the document
delivery requirements of Sections 2.01 and 2.02.

            (b) Within [90] days of the Closing Date, the Trustee or a Custodian
on its behalf, shall review the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and,
promptly following such review (but in no event later than [90] days after the
Closing Date), the Trustee shall, in the form attached as Exhibit V, certify in
writing to each of the Rating Agencies, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder) and the Mortgage Loan Sellers
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full) and except as specifically identified in any
exception report annexed to such writing (the "Trustee Exception Report"), (i)
all documents specified in clauses (i) through (v), (ix) through (xii) and (xvi)
(or, with respect to clause (xvi), a copy of such letter of credit and an
officer's certificate as contemplated by the third to last sentence of Section
2.01(b) hereof), if any, of the definition of "Mortgage File," as applicable,
are in its possession, (ii) the foregoing documents delivered or caused to be
delivered by the Mortgage Loan Sellers have been reviewed by it or by a
Custodian on its behalf and appear regular on their face and appear to be
executed and to relate to such Mortgage Loan, and (iii) based on such
examination and only as to the foregoing documents, the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of "Mortgage Loan Schedule" is correct.
With respect to each Mortgage Loan listed on the Trustee Exception Report, the
Trustee shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Trustee and the
related Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by the related Mortgage
Loan Seller but are out for filing or recording and have not been returned by
the filing office or the recorder's office).

            (c) The Trustee, or a Custodian on its behalf, shall review the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall, in the
form attached as Exhibit V, certify in writing to each of the Depositor, the
Master Servicer, the Special Servicer, the Directing Certificateholder and the
applicable Mortgage Loan Seller that, as to each Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation
Event has occurred) or any Mortgage Loan specifically identified in any
exception report annexed to such writing (i) all documents specified in clauses
(i) through (v), (ix) through (xii) and (xvi) (or, with respect to clause (xvi),
a copy of such letter of credit and an officer's certificate as contemplated by
the third to last sentence of Section 2.01(b) hereof), if any, of the definition
of "Mortgage File," as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have
been reviewed by it or by a Custodian on its behalf and appear regular on their
face and appear to be executed and relate to such Mortgage Loan, and (iii) based
on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (iv), (vi) and (viii)(c) in the definition of "Mortgage Loan Schedule"
is correct.

            (d) Notwithstanding anything contained in this Section 2.02 and
Section 2.03(b) to the contrary, in the case of a deficiency in any of the
documents specified in clauses (ii) through (v), (viii), (ix) and (xi) in the
definition of "Mortgage File," resulting solely from a delay in the return of
the related documents from the applicable filing or recording, which deficiency
(i) is continuing for (a) in the case of any Mortgage Loan, more than [eighteen
(18)] months following the Closing Date or (b) if within [18] months of the
Closing Date, in the case of any Specially Serviced Mortgage Loan, [thirty (30)]
days following a Servicing Transfer Event, and (ii) impairs or prohibits in any
material way the Master Servicer's or Special Servicer's ability to act upon, or
enforce, any of the Trust Fund's rights and remedies under the related Mortgage
Loan, or Specially Serviced Mortgage Loan, as applicable, at the time the Master
Servicer or Special Servicer attempts to act upon, or enforce, any such right or
remedy, the Directing Certificateholder, in its sole judgment, may permit the
related Mortgage Loan Seller, in lieu of repurchasing or substituting for the
related Mortgage Loan, to deposit with the Trustee an amount, to be held in
trust in a segregated Eligible Account, equal to [25]% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage
Loan Seller may deliver to the Trustee a letter of credit in such amount). Such
funds or letter of credit, as applicable, shall be held by the Trustee until the
date on which the Master Servicer certifies to the Trustee that such document
deficiency has been cured or the related Mortgage Loan is no longer part of the
Trust Fund, at which time the Trustee shall return such funds (or letter of
credit) to the related Mortgage Loan Seller. If the Master Servicer or the
Special Servicer certifies to the Trustee that it has determined in the exercise
of its reasonable judgment that the document with respect to which such document
deficiency exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan, defending any
claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral
securing the Mortgage Loan or for any immediate significant servicing
obligation, the related Mortgage Loan Seller shall be required to repurchase or
substitute for the related Mortgage Loan in accordance with the terms and
conditions of Section 2.03(b) or Section 6 of the related Mortgage Loan Purchase
Agreement; provided, however, that such Mortgage Loan Seller shall not be
required to repurchase the Mortgage Loan for a period of ninety (90) days after
receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing
or recording and provides an officer's certificate setting forth what actions
such Mortgage Loan Seller is pursuing in connection with such recovery. In the
event of a repurchase or substitution, upon such date, the Trustee shall
deposit, or cause the Master Servicer to deposit, such funds, or shall draw upon
the letter of credit and deposit the proceeds of such draw, into the Certificate
Account to be applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable, in which event the amount of such funds or proceeds which
exceed the Substitution Shortfall Amount shall be returned to the Mortgage Loan
Seller) in accordance with Section 2.03(b). All such funds deposited with the
Trustee shall be invested in Permitted Investments, at the direction and for the
benefit of the related Mortgage Loan Seller. Such funds shall be treated as an
"outside reserve fund" under the REMIC Provisions, which, together with any
reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller
shall remain liable for any taxes payable on income or gain with respect
thereto.

            (e) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (vi), (vii), (viii), (xiii), (xiv) and (xv)
through (xxvi) of the definition of "Mortgage File" exist or are required to be
delivered by the Depositor, the Mortgage Loan Sellers or any other Person
(unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or
examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, sufficient to perfect and maintain the perfection of a security
interest or appropriate for the represented purpose or that they are other than
what they purport to be on their face and, with respect to the documents
specified in clause (ix), whether the insurance is effective as of the date of
the recordation, whether all endorsements or riders issued are included in the
file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further,
with respect to the UCC financing statements referenced in the Mortgage File,
absent actual knowledge to the contrary or copies of UCC financing statements
delivered to the Trustee as part of the Mortgage File indicating otherwise, the
Trustee may assume, for the purposes of the filings and the certification to be
delivered in accordance with this Section 2.02 that the related Mortgage File
should include one state level UCC financing statement filing for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as
debtors in the same UCC financing statement filing), or if the Trustee has
received notice that a particular UCC financing statement was filed as a fixture
filing, that the related Mortgage File should include only a local UCC financing
statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent
multiple Mortgagors are named as debtors in the same UCC financing statement
filing). The assignments of the UCC financing statements to be assigned to the
Trust will be delivered on the new national forms (or on such other form as may
be acceptable for filing or recording in the applicable jurisdiction) and in a
format suitable for filing or recording, as applicable, and will be filed or
recorded in the jurisdiction(s) where such UCC financing statements were
originally filed or recorded, as indicated in the documents provided, and in
accordance with then current laws.

            (f) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed or
(2) subject to Section 2.01(b), not to have been delivered, (3) to contain
information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule or (4) to be 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, the
Directing Certificateholder and the applicable Mortgage Loan Seller (and in no
event later than [90] days after the Closing Date and every quarter thereafter,
commencing with the quarter ending [________], 20[__] until [________], 20[__],
by providing a written report (the "Trustee Exception Report") setting forth for
each affected Mortgage Loan, with particularity, the nature of such Defect (in a
form reasonably acceptable to the Trustee and such Mortgage Loan Seller and
separating items required to be in the Mortgage File but never delivered from
items which were delivered by such Mortgage Loan Seller but are out for
recording or filing and have not been returned by the recorder's office or
filing office).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans
for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a) The Depositor hereby represents and warrants that:

                  (i) The Depositor is a corporation duly organized, validly
            existing and in good standing under the laws of the State of
            Delaware, and the Depositor has taken all necessary corporate action
            to authorize the execution, delivery and performance of this
            Agreement by it, and has the power and authority to execute, deliver
            and perform this Agreement and all the transactions contemplated
            hereby, including, but not limited to, the power and authority to
            sell, assign and transfer the Mortgage Loans in accordance with this
            Agreement;

                  (ii) Assuming the due authorization, execution and delivery of
            this Agreement by each other party hereto, this Agreement and all of
            the obligations of the Depositor hereunder are the legal, valid and
            binding obligations of the Depositor, enforceable against the
            Depositor in accordance with the terms of this Agreement, except as
            such enforcement may be limited by bankruptcy, insolvency,
            reorganization or other similar laws affecting the enforcement of
            creditors' rights generally, and by general principles of equity
            (regardless of whether such enforceability is considered in a
            proceeding in equity or at law);

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

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

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

            (b) If any Certificateholder, the Master Servicer, the Special
Servicer, the Paying Agent or the Trustee discovers (without implying any duty
of such person to make, or to attempt to make, such a discovery) or receives
notice of a Defect in any Mortgage File or a breach of any representation or
warranty with respect to a Mortgage Loan set forth in, or required to be made
with respect to, a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to the related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or
Breach, as the case may be, materially and adversely affects the value of any
Mortgage Loan, the value of the related Mortgaged Property or the interests of
the Trustee or any Certificateholder therein, such Certificateholder, the Master
Servicer, the Special Servicer, the Trustee, the Paying Agent or the Directing
Certificateholder, as applicable, shall give prompt written notice of such
Defect or Breach, as the case may be, to the Depositor, the Master Servicer, the
Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Paying
Agent and the Directing Certificateholder and shall request in writing that the
applicable Mortgage Loan Seller, not later than 90 days after the earlier of (i)
the applicable Mortgage Loan Seller's receipt of such notice or (ii) in the case
of a Defect or Breach relating to a Mortgage Loan not being a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, but without
regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that causes a
defective mortgage loan to be treated as a qualified mortgage, the applicable
Mortgage Loan Seller's discovery of such Defect or Breach (the "Initial Cure
Period") that materially and adversely affects the value of any Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee or
any Certificateholder therein, (i) cure such Defect or Breach, as the case may
be, in all material respects, (ii) repurchase the affected Mortgage Loan or REO
Loan at the applicable Purchase Price and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement or (iii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan or REO Loan
(provided that in no event shall any such substitution occur later than the
second anniversary of the Closing Date) and pay the Master Servicer for deposit
into the Certificate Account, any Substitution Shortfall Amount in connection
therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that, except with respect to a Defect
resulting solely from the failure by a Mortgage Loan Seller to deliver to the
Trustee or Custodian the actual policy of lender's title insurance required
pursuant to clause (ix) of the definition of Mortgage File by a date not later
than 12 months following the Closing Date, if such Breach or Defect is capable
of being cured but is not cured within the Initial Cure Period, and the
applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Breach or Defect within the Initial Cure Period, the applicable
Mortgage Loan Seller shall have an additional [90] days commencing immediately
upon the expiration of the Initial Cure Period (such additional [90] day period,
the "Extended Cure Period") to complete such cure (or, failing such cure, to
repurchase the related Mortgage Loan or REO Loan or substitute a Qualified
Substitute Mortgage Loan)) and provided, further, that with respect to such
Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an
officer's certificate to the Trustee (who shall promptly deliver a copy of such
officer's certificate to the Rating Agencies, the Master Servicer, the Special
Servicer, the Trustee and the Directing Certificateholder), setting forth the
reason such Breach or Defect is not capable of being cured within the Initial
Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that the applicable Mortgage Loan
Seller anticipates that such Breach or Defect will be cured within the Extended
Cure Period. Notwithstanding the foregoing, any Defect or Breach which causes
any Mortgage Loan not to be a "qualified mortgage" (within the meaning of
Section 860G(a)(3) of the Code, but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely
affect the interests of Certificateholders therein, and such Mortgage Loan shall
be repurchased or substituted for without regard to the extended cure period
described in the preceding sentence. If the affected Mortgage Loan is to be
repurchased, the funds in the amount of the Purchase Price remitted by the
applicable Mortgage Loan Seller are to be deposited by wire transfer in the
Certificate Account. If any Breach pertains to a representation or warranty that
the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then the
related Mortgage Loan Seller shall cure such Breach within the applicable cure
period (as the same may be extended) by reimbursing the Trust Fund (by wire
transfer of immediately available funds) the reasonable amount of any such costs
and expenses incurred by the Master Servicer, the Special Servicer, the Paying
Agent, the Trustee or the Trust Fund that are the basis of such Breach and have
not been reimbursed by the related Mortgagor; provided, however, that in the
event any such costs and expenses exceed $[10,000], the related Mortgage Loan
Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses. Except as
provided in the proviso to the immediately preceding sentence, the related
Mortgage Loan Seller shall remit the amount of such costs and expenses and upon
its making such remittance, the related Mortgage Loan Seller shall be deemed to
have cured such Breach in all respects. To the extent any fees or expenses that
are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Mortgagor, the portion of the cure payment made by the
related Mortgage Loan Seller equal to such fees or expenses obtained from the
Mortgagor shall be returned to the related Mortgage Loan Seller pursuant to
Section 2.03(f) below. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) after the related Due Date in the month of
substitution, and Monthly Payments due with respect to each Mortgage 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 related Due Date in the month of substitution, and
Monthly Payments due with respect to each Mortgage 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
Mortgage Loan Seller effecting the related repurchase or substitution promptly
following receipt.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interest of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage (including any related assignments) that appears to be regular on its
face, unless there is included in the Mortgage File a certified copy of the
Mortgage and a certificate stating that the original signed Mortgage was sent
for recordation; (c) the absence from the Mortgage File of the item called for
by paragraph (ix) of the definition of Mortgage File; (d) the absence from the
Mortgage File of any intervening assignments required to create a complete chain
of assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment and a
certificate stating that the original intervening assignments were sent for
filing or recordation, as applicable; (e) the absence from the Mortgage File of
any required letter of credit; or (f) with respect to any leasehold mortgage
loan, the absence from the related Mortgage File of a copy (or an original, if
available) of the related Ground Lease; provided, however, that no Defect
(except the Defects previously described clauses (a) through (f)) shall be
considered to materially and adversely affect the value of the related Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or
Certificateholders unless the document with respect to which the Defect exists
is required in connection with an imminent enforcement of the Mortgagee's rights
or remedies under the related Mortgage Loan, defending any claim asserted by any
Mortgagor or third party with respect to the Mortgage Loan, establishing the
validity or priority of any lien on any collateral securing the Mortgage Loan or
for any immediate significant servicing obligation. Notwithstanding the
foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender's title insurance policy, as provided in clause (ix) of the
definition of Mortgage File herein, in lieu of the delivery of the actual policy
of lender's title insurance, shall not be considered a Defect or Breach with
respect to any Mortgage File if such actual policy is delivered to the Trustee
or a Custodian on its behalf not later than 12 months following the Closing
Date.

            (c) In connection with any repurchase of, or substitution of a
Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by this
Section 2.03, the Trustee, the Master Servicer and the Special Servicer shall
each tender to the applicable Mortgage Loan Seller, upon delivery to each of the
Trustee, the Master Servicer and the Special Servicer of a trust receipt
executed by the applicable Mortgage Loan Seller evidencing such repurchase or
substitution, all portions of the Mortgage File and other documents pertaining
to such Mortgage Loan possessed by each of the Trustee, the Master Servicer and
the Special Servicer, and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned,
as the case may be, to the applicable Mortgage Loan Seller in the same manner as
provided in Section 6 of the related Mortgage Loan Purchase Agreement, so as to
vest in such Mortgage Loan Seller the legal and beneficial ownership of such
repurchased or substituted for Mortgage Loan (including property acquired in
respect thereof or proceeds of any insurance policy with respect thereto) and
the related Mortgage Loan documents.

            (d) Section 6(e) of each of the Mortgage Loan Purchase Agreements
provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or
the Trustee on behalf of the Certificateholders, with respect to any Defect in a
Mortgage File or any Breach of any representation or warranty with respect to a
Mortgage Loan set forth in or required to be made pursuant to Section 6 of each
of the Mortgage Loan Purchase Agreements.

            (e) The Master Servicer or Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Class A-2FL Regular
Interest and the Uncertificated Lower-Tier Interests), enforce the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage Loan
Purchase Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in such form, to such extent and at
such time as the Master Servicer or the Special Servicer, as the case may be,
would require were it, in its individual capacity, the owner of the affected
Mortgage Loan(s). Any costs incurred by the Master Servicer or the Special
Servicer with respect to the enforcement of the obligations of the applicable
Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall
be deemed to be Servicing Advances to the extent not otherwise provided herein.
The Master Servicer and the Special Servicer, as the case may be, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery, if any, of costs, expenses or attorneys' fees against the applicable
Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the
related Purchase Price, to the extent that such expenses are a specific
component thereof; and third, if at the conclusion of such enforcement action it
is determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(viii) herein out of general
collections on the Mortgage Loans on deposit in the Certificate Account.

            (f) If a Mortgage Loan Seller incurs any expense in connection with
the curing of a Breach, which also constitutes a default under the related
Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust
Fund under the Mortgage Loan, to recover the amount of such expenses from the
related Mortgagor; provided, however, that such Mortgage Loan Seller's rights
pursuant to this Section 2.03(f) shall be junior, subject and subordinate to the
rights of the Trustee, the Paying Agent, the Trust Fund, the Master Servicer and
the Special Servicer to recover amounts owed by the related Mortgagor under the
terms of such Mortgage Loan, including, without limitation, the rights to
recover unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trustee, the
Paying Agent, the Trust Fund, the Master Servicer or the Special Servicer
allocable to such Mortgage Loan. The Master Servicer or, with respect to a
Specially Serviced Mortgage Loan, the Special Servicer, shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standards, but taking into account the subordinate
nature of the reimbursement to the Mortgage Loan Seller; provided, however, that
the Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the
Special Servicer, determines in the exercise of its sole discretion consistent
with the Servicing Standards that such actions by it 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 related Mortgage Loan which
would otherwise be payable to the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificateholders pursuant to the terms of
this Agreement; provided, further, that if the Mortgage Loan Seller has not been
notified that it must repurchase the Mortgage Loan, the Special Servicer may
waive the collection of amounts due on behalf of the Mortgage Loan Seller in its
sole discretion in accordance with the Servicing Standards.

            (g) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in this Section, (ii) such Mortgage Loan
is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute
a Defect or Breach, as the case may be, as to any other Crossed Loan in such
Crossed Group (without regard to this paragraph), then the applicable Defect or
Breach, as the case may be, will be deemed to constitute a Defect or Breach, as
the case may be, as to any other Crossed Loan in the Crossed Group for purposes
of this paragraph, and the related Mortgage Loan Seller will be required to
repurchase or substitute for such other Crossed Loan(s) in the related Crossed
Group as provided in Section 2.03(b) unless such other Crossed Loans satisfy the
Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution
and repurchase of Mortgage Loans set forth herein. In the event that the
remaining Crossed Loans in such Crossed Group satisfy the aforementioned
criteria, the applicable Mortgage Loan Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the related Breach or
Defect exists or to repurchase or substitute for all of the Crossed Loans in the
related Crossed Group. Any reserve or other cash collateral or letters of credit
securing the Crossed Loans shall be allocated between such Mortgage Loans in
accordance with the related Mortgage Loan documents. All other terms of the
Mortgage Loans shall remain in full force and effect without any modification
thereof.

            (h) With respect to any Crossed Loan, to the extent that the
applicable Mortgage Loan Seller is required to repurchase or substitute for such
Mortgage Loan in the manner prescribed in Section 2.03(g) while the Trustee
continues to hold any other Crossed Loans in the related Crossed Group, the
applicable Mortgage Loan Seller and the Trustee, as assignee of the Depositor,
will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from
enforcing any remedies against the other's Primary Collateral but each will be
permitted to exercise remedies against the Primary Collateral securing its
respective Mortgage Loans, including with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by
one party would materially impair the ability of the other party to exercise its
remedies with respect to the Primary Collateral securing the Crossed Loans held
by such party, then both parties have agreed in the related Mortgage Loan
Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loans can be
modified in a manner that complies with the Mortgage Loan Purchase Agreement to
remove the threat of material impairment as a result of the exercise of
remedies.

            (i) Notwithstanding the foregoing, if the related Mortgage provides
for the partial release of one or more of the Crossed Loans, the Depositor may
cause the related Mortgage Loan Seller to repurchase only that Mortgage Loan
required to be repurchased pursuant to this Section 2.03, pursuant to the
partial release provisions of the related Mortgage; provided, however, that (i)
the remaining Mortgage Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase
Agreement, including the Crossed Loan Repurchase Criteria, (ii) in connection
with such partial release, the related Mortgage Loan Seller obtains an Opinion
of Counsel (at such Mortgage Loan Seller's expense) to the effect that the
contemplated action will not, with respect to the Upper-Tier REMIC or the
Lower-Tier REMIC created hereunder, endanger such status or result in the
imposition of any tax and (iii) in connection with such partial release, the
related Mortgage Loan Seller delivers or causes to be delivered to the Custodian
original modifications to the Mortgage prepared and executed in connection with
such partial release.

            Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of
the Mortgage Loans and, subject to Sections 2.01 and 2.02, the delivery to it,
or a Custodian on its behalf, of the Mortgage Files and a fully executed
original counterpart of each of the Mortgage Loan Purchase Agreements, together
with the assignment to it of all of the other assets included in the Lower-Tier
REMIC. Concurrently with such assignment and delivery, and in exchange for the
Mortgage Loans (other than Excess Interest), receipt of which is hereby
acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated
Lower-Tier Interests by the Paying Agent to the Depositor and (ii) acknowledges
the authentication and delivery of the Class LR Certificates by the Paying Agent
to or upon the order of the Depositor, and (iii) immediately thereafter, the
Trustee acknowledges that it has caused the Certificate Registrar to execute and
caused the Authenticating Agent to authenticate and to deliver to or upon the
order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests,
the Regular Certificates (other than the Class A-2FL Certificates), the Class
A-2FL Regular Interest, the Class S Certificates and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of
such Certificates and the Class A-2FL Regular Interest in authorized
Denominations evidencing the entire beneficial ownership of the Upper-Tier
REMIC.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the Class A-2FL
Regular Interest to the Trustee for the benefit of the respective Holders of the
Class A-2FL Certificates. The Trustee (i) acknowledges the assignment to it of
the Class A-2FL Regular Interest and acknowledges that it has executed the Swap
Contract, (ii) declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Holders of the Class A-2FL
Certificates and (iii) declares that it has caused the Certificate Registrar to
execute, and has caused the Authenticating Agent to authenticate and to deliver
to or upon the order of the Depositor, in exchange for, the Class A-2FL Regular
Interest and for entering into the Swap Contract, and the Depositor hereby
acknowledges the receipt by it or its designees of the Class A-2FL Certificates
in authorized Denominations. In exchange for the Excess Interest, the Trustee
acknowledges that it has caused the Certificate Registrar to execute and caused
the Authenticating Agent to authenticate and to deliver to or upon the order of
the Depositor the Class S Certificates in authorized Denominations.

            Section 2.05 Grantor Trust Designations. The Class S Certificates
are hereby designated as undivided beneficial interests in the portion of the
Trust Fund consisting of Excess Interest, the Excess Interest Distribution
Account and proceeds thereof, which portion shall be treated as a grantor trust
within the meaning of subpart E, Part I of subchapter J of the Code. The Class
A-2FL Certificates are hereby designated as undivided beneficial interests in
the portion of the Trust Fund consisting of the Class A-2FL Regular Interest,
the Swap Contract, the Floating Rate Account and the proceeds thereof, which
portion shall be treated as a grantor trust within the meaning of subpart E,
Part I of subchapter J of the Code.

                               [End of Article II]

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

            Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a)
Each of the Master Servicer and the Special Servicer shall diligently service
and administer the Mortgage Loans and the Companion Loans it is obligated to
service pursuant to this Agreement on behalf of the Trust and in the best
interests of and for the benefit of the Certificateholders and, in the case of
the Companion Loans, the related Companion Holders and the Trustee (as holder of
the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests),
as a collective whole, taking into account the subordinate nature of the
Companion Loans, as the case may be (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 this Agreement and, with respect to each Loan
Pair, the related Intercreditor Agreement and the terms of the respective
Mortgage Loans and, if applicable, the related Companion Loan, taking into
account the subordinate nature of the Companion Loan, as the case may be. With
respect to each Loan Pair, in the event of a conflict between this Agreement and
the related Intercreditor Agreement, the related Intercreditor Agreement shall
control; provided, in no event shall the Master Servicer or the Special Servicer
take any action in accordance with the terms of any Intercreditor Agreement that
would cause the Master Servicer or the Special Servicer, as the case may be, to
violate the Servicing Standards. To the extent consistent with the foregoing,
the Master Servicer and the Special Servicer shall service the Mortgage Loans in
accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with
which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans for other third party portfolios and (2)
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 owned by the Master Servicer or the Special Servicer, as the case
may be, with a view to the maximization of timely recovery of principal and
interest on a net present value basis on the Mortgage Loans or the Specially
Serviced Mortgage Loans, as applicable, and the best interests of the Trust and
the Certificateholders (and in the case of an AB Mortgage Loan, the related
Companion Holder, taking into account the subordinate nature of the subject
Companion Loan), as determined by the Master Servicer or the Special Servicer,
as the case may be, in its reasonable judgment, in either case giving due
consideration to the customary and usual standards of practice of prudent
institutional, multifamily and commercial mortgage loan servicers, but without
regard to: (i) any relationship that the Master Servicer, the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer may have with
any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller or
any other parties to this Agreement; (ii) the ownership of any Certificate or
Companion Loan by the Master Servicer, the Special Servicer or any Affiliate of
the Master Servicer or Special Servicer, as applicable; (iii) the Master
Servicer's obligation to make Advances; (iv) the adequacy of the Master
Servicer's or Special Servicer's, as the case may be, right to receive
compensation for its services and reimbursement for its costs hereunder or with
respect to any particular transaction; (v) the ownership, servicing or
management for others of any other mortgage loans or mortgaged properties by the
Master Servicer or Special Servicer; (vi) any option to purchase any Mortgage
Loan or Companion Loan it may have; and (vii) any other debt the Master Servicer
or the Special Servicer or any of its Affiliates has extended to any Mortgagor
or any of its Affiliates (the foregoing, collectively referred to as the
"Servicing Standards").

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Mortgage Loans and
Companion Loans as to which a Servicing Transfer Event has occurred and is
continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO
Properties; provided, that the Master Servicer shall continue to receive
payments and make all calculations, and prepare, or cause to be prepared, all
reports, required hereunder with respect to the Specially Serviced Mortgage
Loans, except for the reports specified herein as prepared by the Special
Servicer, as if no Servicing Transfer Event had occurred and with respect to the
REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred, and to render such services with respect to such Specially Serviced
Mortgage Loans and REO Properties as are specifically provided for herein;
provided further, 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 sufficient information to the Master
Servicer to comply with such duties or failure by the Special Servicer to
otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion
Loan that becomes a Specially Serviced Mortgage Loan shall continue as such
until satisfaction of the conditions specified in Section 3.21(a). Without
limiting the foregoing, subject to Section 3.21, the Master Servicer shall be
obligated to service and administer all Mortgage Loans and Companion Loans,
which are not Specially Serviced Mortgage Loans. The Special Servicer shall make
the inspections, use its reasonable efforts to collect the statements and
forward to the Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Mortgage Loans in accordance with
Section 3.12. After notification to the Master Servicer, the Special Servicer
may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts
by the Master Servicer to collect required financial information have been
unsuccessful or any other issues remain unresolved. Such contact shall be
coordinated through and with the cooperation of the Master Servicer. No
provision herein contained shall be construed as an express or implied guarantee
by the Master Servicer or the Special Servicer of the collectability or
recoverability of payments on the Mortgage Loans or shall be construed to impair
or adversely affect any rights or benefits provided by this Agreement to the
Master Servicer or the Special Servicer (including with respect to Servicing
Fees, Special Servicing Fees or the right to be reimbursed for Advances and
interest accrued thereon). Any provision in this Agreement for any Advance by
the Master Servicer or the Trustee is intended solely to provide liquidity for
the benefit of the Certificateholders and not as credit support or otherwise to
impose on any such Person the risk of loss with respect to one or more of the
Mortgage Loans. No provision hereof shall be construed to impose liability on
the Master Servicer or the Special Servicer for the reason that any recovery to
the Certificateholders in respect of a Mortgage Loan at any time after a
determination of present value recovery is less than the amount reflected in
such determination.

            (b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and, if applicable, the Companion
Loans, and any applicable Intercreditor Agreements (and intercreditor agreements
entered into after the Closing Date with respect to any Mortgage Loan in
connection with mezzanine debt permitted under the related Mortgage Loan
documents), and applicable law, the Master Servicer and the Special Servicer
each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.22, through one or more Sub-Servicers, to
do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible 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 (or in the name of the
Trustee and, if applicable, the Companion Holder), is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, with respect to each Mortgage
Loan (and, with respect to a Companion Loan, the Companion Holder) it is
obligated to service under this Agreement: (i) any and all financing statements,
continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
(ii) subject to Sections 3.08 and 3.20, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; and (iii) any and all instruments of satisfaction or
cancellation, pledge agreements and other documents in connection with a
defeasance, or of partial or full release or discharge, and all other comparable
instruments. Subject to Section 3.10, the Trustee shall furnish, or cause to be
furnished, to the Master Servicer or the Special Servicer any powers of attorney
and other documents 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. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special
Servicer, as the case may be, shall not, 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 the Special Servicer's, as the case
may be, representative capacity or (ii) take any action with the intent to
cause, and that actually causes, the Trustee to be required to be registered to
do business in any state.

            (c) To the extent the Master Servicer is permitted pursuant to the
terms of the related Mortgage Loan documents or Companion Loan documents
(including the related Intercreditor Agreement) to exercise its discretion with
respect to any action which requires a confirmation of the Rating Agencies that
such action will not result in the downgrade, withdrawal or qualification of the
ratings of any Class of Certificates, the Master Servicer shall require the
costs of such written confirmation to be borne by the related Mortgagor. To the
extent the terms of the related Mortgage Loan documents or Companion Loan
documents require the Mortgagor to bear the costs of any confirmation of the
Rating Agencies that an action will not result in the downgrade, withdrawal or
qualification of the ratings of any Class of Certificates, the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the
related Mortgagor. To the extent that the terms of the related Mortgage Loan
documents or Companion Loan documents are silent as to who bears the costs of
any confirmation of the Rating Agencies that an action will not result in the
downgrade, withdrawal or qualification of the ratings of any Class of
Certificates, the Master Servicer shall use reasonable efforts to have the
Mortgagor bear such costs and expenses. The Master Servicer shall not be
responsible for the payment of such costs and expenses out of pocket.

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

            (e) The Master Servicer shall, to the extent permitted by the
related Mortgage Loan documents and Companion Loan documents and consistent with
the Servicing Standards, permit Escrow Payments to be invested only in Permitted
Investments.

            (f) Within [30] days (or such shorter time period as is required by
the terms of the applicable Mortgage Loan documents) after the Closing Date, (i)
the applicable Mortgage Loan Seller shall notify each provider of a letter of
credit for each Mortgage Loan identified as having a letter of credit on the
Mortgage Loan Schedule, that the Trust (in care of the Master Servicer) for the
benefit of the Certificateholders and any related Companion Holders shall be the
beneficiary under each such letter of credit and (ii) the Master Servicer shall
notify each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule, that the Master
Servicer or the Special Servicer shall service such Mortgage Loan for the
benefit of the Certificateholders. If the Mortgage Loan documents do not require
the related Mortgagor to pay any costs and expenses relating to any
modifications to the related letter of credit, then the applicable Mortgage Loan
Seller shall pay such costs and expenses. If the Mortgage Loan documents require
the related Mortgagor to pay any costs and expenses relating to any
modifications to the related letter of credit, and such Mortgagor fails to pay
such costs and expenses after the Master Servicer has exercised reasonable
efforts to collect such costs and expenses from such Mortgagor, then the Master
Servicer shall give the applicable Mortgage Loan Seller notice of such failure
and the amount of costs and expenses, and such Mortgage Loan Seller shall pay
such costs and expenses. The costs and expenses of any modifications to Ground
Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor
the Special Servicer shall have any liability for the failure of any Mortgage
Loan Seller to perform its obligations under the related Mortgage Loan Purchase
Agreement.

            (g) Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer (or the Trustee, as applicable) make a Servicing
Advance with respect to any Companion Loan to the extent the related AB Mortgage
Loan has been paid in full or is no longer included in the Trust Fund.

            (h) Servicing and administration of each Companion Loan shall
continue hereunder for so long as the corresponding AB Mortgage Loan or any
related REO Property is part of the Trust Fund or for such longer period as any
amounts payable by the related Companion Holder to or for the benefit of the
Trust or any party hereto in accordance with the related Intercreditor Agreement
remain due and owing.

            (i) The Special Servicer agrees that upon the occurrence of a
Servicing Transfer Event with respect to any Mortgage Loan, it shall, subject to
Section 3.21, enforce, on behalf of the Trust, subject to the Servicing
Standards and to the extent the Special Servicer determines such action is in
the best interests of the Trust Fund, all rights conveyed to the Trustee
pursuant to the related Intercreditor Agreement. The costs and expenses incurred
by the Special Servicer in connection with such enforcement shall be paid as a
Servicing Advance.

            (j) The Master Servicer agrees that it shall pay the annual
surveillance fees of the Rating Agencies.

            Section 3.02 Collection of Mortgage Loan Payments. (a) Each of the
Master Servicer and the Special Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage
Loans and Companion Loans (subject to the right of certain Companion Holders to
receive payments directly from the related Mortgagor pursuant to the related
Intercreditor Agreement) it is obligated to service hereunder, and shall follow
such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standards), provided that with respect to the
Mortgage Loans that have Anticipated Repayment Dates, so long as the related
Mortgagor is in compliance with each provision of the related Mortgage Loan
documents, the Master Servicer and the Special Servicer, shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Excess Interest, other than requests for collection, until the
maturity date of the related Mortgage Loan or the outstanding principal balance
of such Mortgage Loan has been paid in full; provided that the Master Servicer
or Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as
applicable, may in its discretion waive any Penalty Charge in connection with
any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to
service hereunder two times during any period of twenty-four consecutive months
with respect to any Mortgage Loan or Companion Loan; provided, that the Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any
Penalty Charge in connection with any delinquent payment on a Mortgage Loan or
Companion Loan one additional time in such 24-month period so long as no Advance
or additional Trust Fund expense has been incurred and remains unreimbursed to
the Trust with respect to such Mortgage Loan or Companion Loan. Any additional
waivers during such 24-month period with respect to such Mortgage Loan may be
made only after the Master Servicer or Special Servicer, as applicable, has
given notice of a proposed waiver to the Directing Certificateholder, and the
Directing Certificateholder has consented to such additional waiver (provided
that if the Master Servicer or Special Servicer, as applicable, fails to receive
a response to such notice from the Directing Certificateholder, in writing
within five (5) days of giving such notice, then the Directing Certificateholder
shall be deemed to have consented to such proposed waiver).

            (b) All amounts collected on any Mortgage Loan or Companion Loan in
the form of payments from Mortgagors, Insurance and Condemnation Proceeds or
Liquidation Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including, without limitation, for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Note and Mortgage (and, with respect to each Loan Pair, the
related Intercreditor Agreement) and, in the absence of such express provisions,
such payments from Mortgagors, Insurance and Condemnation Proceeds or
Liquidation Proceeds shall be applied (after reimbursement first to the Trustee
and second to the Master Servicer for any related outstanding Servicing Advances
(including Workout Delayed Reimbursement Amounts that have not been reimbursed
to the Master Servicer) and interest thereon as provided herein and unpaid
servicing compensation, Liquidation Expenses and related additional Trust Fund
expenses): first, as a recovery of accrued and unpaid interest on such Mortgage
Loan or Companion Loan, as applicable, at the related Mortgage Rate in effect
from time to time to but not including the Due Date in the Due Period of
receipt; second, as a recovery of Unliquidated Advances, third as a recovery of
principal of such Mortgage Loan then due and owing, in each case, that were paid
from collections on the Mortgage Loans and resulted in principal distributed to
the Certificateholders being reduced as a result of the first proviso in the
definition of "Principal Distribution Amount", "Loan Group 1 Principal
Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as
a recovery of related Nonrecoverable Advances; fifth, in accordance with the
Servicing Standards, as a recovery of any other amounts due and owing on such
Mortgage Loan or Companion Loan, as applicable, including, without limitation,
Penalty Charges, Yield Maintenance Charges and Excess Interest; and sixth, as a
recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to
the extent of its entire unpaid principal balance. Notwithstanding the
preceding, such provisions shall not be deemed to affect the priority of
distributions of payments. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in
respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by
the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in
accordance with the preceding sentence. Amounts collected on any REO Loan shall
be deemed to be applied in accordance with the definition thereof.

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

            (d) In the event that the Master Servicer or Special Servicer
receives Excess Interest prior to the Determination Date for any Due Period, or
receives notice from the related Mortgagor that the Master Servicer or Special
Servicer will be receiving Excess Interest prior to the Determination Date for
any Due Period, the Master Servicer or Special Servicer, as applicable, will
promptly notify the Paying Agent. None of the Master Servicer, the Special
Servicer or the Paying Agent shall be responsible for any failure of the related
Mortgagor to pay any such Excess Interest. The preceding statements shall not,
however, be construed to limit the provisions of Section 3.02(a).

            (e) With respect to any Mortgage Loan in connection with which the
Mortgagor was required to escrow funds or to post a letter of credit related to
obtaining certain performance objectives described in the applicable Mortgage
Loan documents, the Master Servicer shall, to the extent consistent with the
Servicing Standards, hold such escrows, letters of credit and proceeds thereof
as additional collateral and not apply such items to reduce the principal
balance of such Mortgage Loan unless otherwise required to do so pursuant to the
applicable Mortgage Loan documents, applicable law or court order.

            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 shall
be deposited and retained, and shall administer such Servicing Accounts in
accordance with the Mortgage Loan documents and Companion Loan documents.
Amounts on deposit in Servicing Accounts may only be invested in accordance with
the terms of the related Mortgage Loan documents or in Permitted Investments in
accordance with the provisions of Section 3.06. Servicing Accounts shall be
Eligible Accounts to the extent permitted by the terms of the related Mortgage
Loan documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Trustee, and then the Master
Servicer for any Servicing Advances; (iii) refund to Mortgagors any sums as may
be determined to be overages; (iv) pay interest to Mortgagors on balances in the
Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan or Companion Loan and as described below or, if not so required,
to the Master Servicer; (v) after the occurrence of an event of default under
the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the
related Mortgage Loan documents; or (viii) clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing duties, the Master Servicer shall pay or cause to be paid
to the Mortgagors interest on funds in Servicing Accounts, to the extent
required by law or the terms of the related Mortgage Loan or Companion Loan;
provided, however, that in no event shall the Master Servicer be required to
remit to any Mortgagor any amounts in excess of actual net investment income or
funds in the related Servicing Account. If allowed by the related Mortgage Loan
documents and applicable law, the Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.

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

            (c) In accordance with the Servicing Standards and for all Mortgage
Loans and Loan Pairs, the Master Servicer shall advance all such funds as are
necessary for the purpose of effecting the payment of (i) real estate taxes,
assessments and other similar items that are or may become a lien thereon, (ii)
ground rents (if applicable) and (iii) premiums on Insurance Policies, in each
instance if and to the extent Escrow Payments collected from the related
Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such
item when due and the related Mortgagor has failed to pay such item on a timely
basis, and provided, however, that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance and provided, further, however,
that with respect to the payment of taxes and assessments, the Master Servicer
shall not be required to make such advance until the later of five Business Days
after the Master Servicer, the Special Servicer or the Trustee, as applicable,
has received confirmation that such item has not been paid or the date prior to
the date after which any penalty or interest would accrue in respect of such
taxes or assessments. The Special Servicer shall give the Master Servicer and
the Trustee no less than five Business Days' written (facsimile or electronic)
notice before the date on which the Master Servicer is requested to make any
Servicing Advance with respect to a given Specially Serviced Mortgage Loan or
REO Property; provided, however, that only two Business Days' written (facsimile
or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent 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) 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 payee. In addition, the Special Servicer shall provide the
Master Servicer and the Trustee with such information in its possession as 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 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 the determination shall not be binding on the Master Servicer or
Trustee. On the first Business Day after the Determination Date for the related
Distribution Date, the Special Servicer shall report to the Master Servicer if
the Special Servicer determines any Servicing Advance previously made by the
Master Servicer with respect to a Specially Serviced Mortgage Loan or REO Loan
is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to
conclusively rely on such a determination, and such determination shall be
binding upon the Master Servicer, but shall in no way limit the ability of the
Master Servicer, in the absence of such determination, to make its own
determination that any Advance is a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors and further as provided in Section 3.05. No costs incurred by the
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 hereof, including, without limitation,
the Paying Agent's calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans or the
Companion Loans, notwithstanding that the terms of such Mortgage Loans or the
Companion Loans so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to
the extent the Trustee has actual knowledge of such failure, the Trustee shall
make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything
herein to the contrary, no Servicing Advance shall be required hereunder if such
Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.
In addition, the Master Servicer shall consider Unliquidated Advances in respect
of prior Servicing Advances for purposes of nonrecoverability determinations.
The Special Servicer shall have no obligation under this Agreement to make any
Servicing Advances.

            Notwithstanding anything to the contrary contained in this Section
3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially
Serviced Mortgage Loans and REO Loans) to make a payment from amounts on deposit
in the Certificate Account (which shall be deemed first made from amounts
distributable as principal and then from all other amounts comprising general
collections) to pay for certain expenses set forth below notwithstanding that
the Master Servicer (or Special Servicer, as applicable) has determined that a
Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Mortgage Loans or
REO Loans, the Special Servicer has notified the Master Servicer to not make
such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any
event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as
applicable, determines in accordance with the Servicing Standards (as evidenced
by an Officer's Certificate delivered to the Trustee) that making such
expenditure is in the best interest of the Certificateholders (and, if
applicable the Companion Holders), all as a collective whole. The Master
Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust Fund pursuant to the terms of 3.19(c).

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

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the Master
Servicer shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Master Servicer shall
request from the Mortgagor written confirmation of such actions and remediations
within a reasonable time after the later of the Closing Date and the date as of
which such action or remediations are required to be or to have been taken or
completed. To the extent a Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(e), the Master Servicer shall report any
such failure to the Special Servicer within a reasonable time after the date as
of which such actions or remediations are required to be or to have been taken
or completed.

            Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the Floating Rate Account. (a) The Master Servicer shall establish
and maintain, or cause to be established and maintained, a Certificate Account
in 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 (in the case of payments by Mortgagors or other collections on the
Mortgage Loans or Companion Loans), except as otherwise specifically provided
herein, the following payments and collections received or made by or on behalf
of it subsequent to the Cut-off Date (other than in respect of principal and
interest on the Mortgage Loans or Companion Loans due and payable on or before
the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its designee and other than any amounts received from
Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:

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

                  (ii) all payments on account of interest on the Mortgage Loans
            or Companion Loans, including Excess Interest, Yield Maintenance
            Charges and Default Interest;

                  (iii) late payment charges and other Penalty Charges to the
            extent required to offset interest on Advances and additional Trust
            Fund expenses (other than Special Servicing Fees, Workout Fees or
            Liquidation Fees) as required by Section 3.11;

                  (iv) all Insurance and Condemnation Proceeds and Liquidation
            Proceeds (other than Gain-on-Sale Proceeds) received in respect of
            any Mortgage Loan, Companion Loan or REO Property (other than (i)
            Liquidation Proceeds that are received in connection with the
            purchase by the Master Servicer, the Special Servicer, the Holders
            of the Controlling Class, or the Holders of the Class LR
            Certificates of all the Mortgage Loans and any REO Properties in the
            Trust Fund and that are to be deposited in the Lower-Tier
            Distribution Account pursuant to Section 9.01 and (ii) if
            applicable, Liquidation Proceeds that are received in connection
            with the purchase of a Companion Loan from a securitization by the
            related mortgage loan seller, which shall be paid directly to the
            servicer of such securitization) together with any recovery of
            Unliquidated Advances in respect of the related Mortgage Loans;

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

                  (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
            Certificate 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 resulting from a deductible clause in a
            blanket hazard or master single interest policy.

            Notwithstanding the foregoing requirements, the Master Servicer need
not deposit into the Certificate Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with
the terms of Section 3.05 and shall be entitled to instead immediately pay such
amount directly to the Person(s) entitled thereto.

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

            Upon receipt of any of the foregoing amounts in clauses (i)-(iv)
above with respect to any Specially Serviced Mortgage Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master
Servicer for deposit into the Certificate Account, in accordance with this
Section 3.04(a). Any such amounts received by the Special Servicer with respect
to an REO Property shall be deposited by the Special Servicer into the REO
Account and remitted to the Master Servicer for deposit into the Certificate
Account, pursuant to Section 3.16(c). With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse
without recourse or warranty such check to the order of the Master Servicer and
shall promptly deliver any such check to the Master Servicer by overnight
courier.

            Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Certificate Account shall be located at the offices of [________]. The
Master Servicer shall give notice to the Trustee, the Special Servicer, the
Paying Agent and the Depositor of the new location of the Certificate Account
prior to any change thereof.

            (b) The Paying Agent, on behalf of the Trustee, shall establish and
maintain the Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account,
the Floating Rate Account and the Gain-on-Sale Reserve Account in trust for the
benefit of the Certificateholders (and the Trustee as holder of the Class A-2FL
Regular Interest and the Uncertificated Lower-Tier Interests). The Master
Servicer shall deliver to the Paying Agent each month, on or before the P&I
Advance Date therein, for deposit in the Lower-Tier Distribution Account, that
portion of the Available Distribution Amount attributable to the Mortgage Loans
(in each case, calculated without regard to clauses (a)(iv), (a)(viii), (c) and
(d) of the definition of Available Distribution Amount) for the related
Distribution Date and in the Excess Interest Distribution Account all Excess
Interest for the related Distribution Date then on deposit in the Certificate
Account after giving effect to withdrawals of funds pursuant to Section
3.05(a)(ii)-(xx).

            With respect to the Companion Loans, the Companion Paying Agent
shall establish and maintain an account, which may be a subaccount of the
Certificate Account, for distributions to each Companion Holder (the "Companion
Distribution Account") to be held for the benefit of the related Companion
Holder and shall, promptly upon receipt, deposit in the Companion Distribution
Account any and all amounts received by the Companion Paying Agent that are
required by the terms of this Agreement to be deposited therein. The Master
Servicer shall deliver to the Companion Paying Agent each month, on or before
the P&I Advance Date therein, for deposit in the Companion Distribution Account,
an aggregate amount of immediately available funds, to the extent of available
funds, equal to the amount to be distributed to the related Companion Holder
pursuant to the terms of this Agreement and the related Intercreditor Agreement.

            The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account, the Interest Reserve Account, the Floating Rate Account and the
Companion Distribution Account may be subaccounts of a single Eligible Account,
which shall be maintained as a segregated account separate from other accounts.

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

                  (i) any amounts required to be deposited by the Master
            Servicer pursuant to Section 3.19 as Compensating Interest Payments
            in connection with Prepayment Interest Shortfalls;

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

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

                  (iv) any Yield Maintenance Charges actually collected; and

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

            If, as of the close of business (New York City time), on any P&I
Advance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v) are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Paying Agent for deposit in the
Lower-Tier Distribution Account and the Excess Interest Distribution Account the
amounts required to be deposited therein pursuant to the provisions of this
Agreement (including any P&I Advance pursuant to Section 4.03(a) hereof), the
Master Servicer shall pay the Paying Agent interest on such late payment at the
Prime Rate from and including the date such payment was required to be made
(without regard to any grace period set forth in Section 7.01(a)(i)(B)) until
(but not including) the date such late payment is received by the Paying Agent.

            The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Paying Agent that are required by the terms
of this Agreement to be deposited therein.

            Promptly on each Distribution Date, the Paying Agent shall be deemed
to withdraw from the Lower-Tier Distribution Account and deposit in the
Upper-Tier Distribution Account an aggregate amount of immediately available
funds equal to the Lower-Tier Regular Distribution Amount and the amount of any
Yield Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively, and then immediately be deemed to withdraw from the
Upper-Tier Distribution Account and deposit in the Floating Rate Account an
aggregate amount of immediately available funds equal to the Class A-2FL
Available Funds and any Yield Maintenance Charges allocated to the Class A-2FL
Regular Interest for such Distribution Date as specified in Sections 4.01(d)(i)
and 4.01(k).

            Funds on deposit in the Gain-on-Sale Reserve Account, the Interest
Reserve Account, the Excess Interest Distribution Account, the Floating Rate
Account, the Upper-Tier Distribution Account and the Lower-Tier Distribution
Account shall remain uninvested. As of the Closing Date, the Interest Reserve
Account, the Floating Rate Account, the Upper-Tier Distribution Account and the
Lower-Tier Distribution Account shall be located at the offices of the Paying
Agent. The Paying Agent shall give notice to the Trustee, the Master Servicer
and the Depositor of the location of the Interest Reserve Account, the
Upper-Tier Distribution Account, the Lower-Tier Distribution Account, the
Floating Rate Account, the Excess Interest Distribution Account and, if
established, the Gain-on-Sale Reserve Account, and of the proposed location of
such accounts prior to any change thereof.

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

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

            (d) The Paying Agent shall establish (upon notice from the Special
Servicer of an event occurring that generates Gain-on-Sale Proceeds) and
maintain the Gain-on-Sale Reserve Account in trust for the benefit of the
Certificateholders. The Gain-on-Sale Reserve Account shall be maintained as an
Eligible Account (or as a subaccount of an Eligible Account), separate and apart
from trust funds for mortgage pass-through certificates of other series
administered by the Paying Agent. Funds in the Gain-on-Sale Reserve Account
shall be held uninvested.

            Upon the disposition of any REO Property in accordance with Section
3.09 or Section 3.18, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized in connection with such sale and remit such funds to
the Paying Agent for deposit into the Gain-on-Sale Reserve Account, other than
Gain-on-Sale Proceeds allocable to the Companion Loans, which shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution
Account.

            (e) On or before the Closing Date, the Paying Agent shall establish
and maintain the Floating Rate Account in trust for the benefit of the Class
A-2FL Certificateholders. The Floating Rate Account shall (i) at all times be an
Eligible Account and (ii) relate solely to the Class A-2FL Certificates. The
Paying Agent shall deposit into the Floating Rate Account all amounts received
in respect of distributions on the Class A-2FL Regular Interest as specified in
Section 3.04(b), and shall immediately deposit into the Floating Rate Account
all amounts received under the Swap Contract.

            Section 3.05 Permitted Withdrawals from the Certificate Account, the
Distribution Accounts, the Companion Distribution Account, the Excess Interest
Distribution and the Floating Rate Account. (a) The Master Servicer may, from
time to time, make withdrawals from the Certificate Account for any of the
following purposes (without duplication):

                  (i) (A) no later than 4:00 p.m. New York City time on each P&I
            Advance Date, to remit to the Paying Agent for deposit in the
            Lower-Tier Distribution Account and the Excess Interest Distribution
            Account the amounts required to be remitted pursuant to the first
            paragraph of Section 3.04(b) and Section 3.04(c) or that may be
            applied to make P&I Advances pursuant to Section 4.03(a) and (B)
            pursuant to the second paragraph of Section 3.04(b), to remit to the
            Companion Paying Agent for deposit in the Companion Distribution
            Account the amounts required to be so deposited on the date
            specified in the related Intercreditor Agreement with respect to the
            Companion Loans;

                  (ii) (A) to pay itself unpaid Servicing Fees in respect of
            each Mortgage Loan, Companion Loan, Specially Serviced Mortgage Loan
            and REO Loan, as applicable, the Master Servicer's rights to payment
            of Servicing Fees pursuant to this clause (ii)(A) with respect to
            any Mortgage Loan, Companion Loan, Specially Serviced Mortgage Loan
            or REO Loan, as applicable, being limited to amounts received on or
            in respect of such Mortgage Loan or Companion Loan (whether in the
            form of payments, Liquidation Proceeds or Insurance and Condemnation
            Proceeds) or such REO Loan (whether in the form of REO Revenues,
            Liquidation Proceeds or Insurance and Condemnation Proceeds), that
            are allocable as recovery of interest thereon and (B) to pay the
            Special Servicer any unpaid Special Servicing Fees, Liquidation Fees
            and Workout Fees in respect of each Specially Serviced Mortgage Loan
            or REO Loan or Corrected Mortgage Loan, as applicable, and any
            expense incurred by the Special Servicer in connection with
            performing any inspections pursuant to Section 3.12(a), remaining
            unpaid first, out of related REO Revenues, Liquidation Proceeds and
            Insurance and Condemnation Proceeds, and then out of general
            collections on the Mortgage Loans and REO Properties;

                  (iii) to reimburse the Trustee and itself, as applicable (in
            that order), for unreimbursed P&I Advances, the Master Servicer's or
            the Trustee's right to reimbursement pursuant to this clause (iii)
            being limited to amounts received which represent Late Collections
            of interest on and principal of the particular Mortgage Loans and
            REO Loans with respect to which such P&I Advances were made;
            provided, however, that 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 Mortgage Loans and REO Properties
            on deposit in the Certificate Account from time to time that
            represent collections or recoveries of principal to the extent
            provided in clause (v) below (to be allocated between the Loan
            Groups as set forth in the last paragraph of the Section 3.05 (a));

                  (iv) to reimburse the Trustee and itself, as applicable (in
            that order), for unreimbursed Servicing Advances, the Master
            Servicer's or the Trustee's respective rights to receive payment
            pursuant to this clause (iv) with respect to any Mortgage Loan,
            Companion Loan or REO Property being limited to, as applicable,
            related payments, Liquidation Proceeds, Insurance and Condemnation
            Proceeds and REO Revenues (provided that, in case of such
            reimbursement relating to an AB Mortgage Loan, such reimbursements
            shall apply and/or relate only to Nonrecoverable Servicing Advances
            and shall be made first, from amounts collected on the related
            Companion Loan and then from the related Mortgage Loan in accordance
            with the terms of the related Intercreditor Agreement; provided,
            however, that 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 Mortgage Loans and REO Properties on deposit
            in the Certificate Account from time to time that represent
            collections or recoveries of principal to the extent provided in
            clause (v) below (to be allocated between the Loan Groups as set
            forth in the last paragraph of the Section 3.05(a));

                  (v) to reimburse the Trustee and itself, as applicable (in
            that order) (1) for Nonrecoverable Advances first, out of REO
            Revenues, Liquidation Proceeds and Insurance and Condemnation
            Proceeds received on the related Mortgage Loan and, solely with
            respect to related Nonrecoverable Servicing Advances, Companion
            Loan, then, out of the principal portion of general collections on
            the Mortgage Loans and REO Properties (to be allocated between the
            Loan Groups as set forth in the last paragraph of the Section 3.05
            (a)), then, to the extent the principal portion of general
            collections is insufficient and with respect to such excess only,
            subject to any exercise of the sole option to defer reimbursement
            thereof pursuant to Section 3.19(c), out of other collections on the
            Mortgage Loans and REO Properties and, (2) with respect to the
            Workout-Delayed Reimbursement Amounts, out of the principal portion
            of the general collections on the Mortgage Loans and REO Properties
            (to be allocated between the Loan Groups as set forth in the last
            paragraph of the Section 3.05 (a)), net of such amounts being
            reimbursed pursuant to (1) above (provided that, in case of such
            reimbursement relating to an AB Mortgage Loan, such reimbursement
            shall be made first, from amounts collected on the related Companion
            Loan and then from the related Mortgage Loan in accordance with the
            terms of the related Intercreditor Agreement or to pay itself, with
            respect to any Mortgage Loan and the Companion Loans, if applicable,
            or REO Property any related earned Servicing Fee that remained
            unpaid in accordance with clause (ii) above following a Final
            Recovery Determination made with respect to such Mortgage Loan or
            REO Property and the deposit into the Certificate Account of all
            amounts received in connection therewith;

                  (vi) at such time as it reimburses the Trustee and itself, as
            applicable (in that order) for (a) any unreimbursed P&I Advance
            (including any such P&I Advance that constitutes a Workout-Delayed
            Reimbursement Amount) pursuant to clause (iii) above, to pay itself
            and/or the Trustee or such other servicing party, as applicable, any
            interest accrued and payable thereon in accordance with Sections
            4.03(d) and 3.11(c), (b) any unreimbursed Servicing Advances
            (including any such Servicing Advance that constitutes a
            Workout-Delayed Reimbursement Amount) pursuant to clause (iv) above,
            to pay itself or the Trustee, as the case may be, any interest
            accrued and payable thereon in accordance with Sections 3.03(d) and
            3.11(c) or (c) any Nonrecoverable Advances pursuant to clause (v)
            above, to pay itself or the Trustee or such other servicing party,
            as the case may be, any interest accrued and payable thereon;

                  (vii) to reimburse itself, the Special Servicer or the
            Trustee, as the case may be, for any unreimbursed expenses
            reasonably incurred by such Person in respect of any Breach or
            Defect giving rise to a repurchase or substitution obligation of the
            applicable Mortgage Loan Seller under Section 6 of the applicable
            Mortgage Loan Purchase Agreement, including, without limitation, any
            expenses arising out of the enforcement of the repurchase or
            substitution obligation, each such Person's right to reimbursement
            pursuant to this clause (vii) with respect to any Mortgage Loan or
            Companion Loan being limited to that portion of the Purchase Price
            or Substitution Shortfall Amount paid with respect to such Mortgage
            Loan or Companion Loan that represents such expense in accordance
            with clause (iv) of the definition of Purchase Price; provided that,
            in case of such reimbursement relating to an AB Mortgage Loan, such
            reimbursements shall be made first, from amounts collected on the
            related Companion Loan and then from the related AB Mortgage Loan to
            the extent provided in the related Intercreditor Agreement;

                  (viii) in accordance with Section 2.03(e), to reimburse itself
            or the Special Servicer, as the case may be, first, out of
            Liquidation Proceeds, Insurance and Condemnation Proceeds, and then
            out of general collections on the Mortgage Loans and REO Properties,
            for any unreimbursed expense reasonably incurred by such Person in
            connection with the enforcement of the applicable Mortgage Loan
            Seller's obligations under Section 3 of the applicable Mortgage Loan
            Purchase Agreement, but only to the extent that such expenses are
            not reimbursable pursuant to clause (vii) above or otherwise
            (provided that, in case of such reimbursement relating to an AB
            Mortgage Loan, such reimbursements shall be made first, from amounts
            collected on the related Companion Loan and then from the related
            Mortgage Loan in accordance with the terms of the related
            Intercreditor Agreement);

                  (ix) to pay for costs and expenses incurred by the Trust Fund
            pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
            Proceeds, Insurance and Condemnation Proceeds, and then out of
            general collections on the Mortgage Loans and REO Properties
            (provided that, in case of such reimbursement relating to an AB
            Mortgage Loan, such reimbursements shall be made first, from amounts
            collected on the related Companion Loan and then from the related
            Mortgage Loan in accordance with the terms of the related
            Intercreditor Agreement);

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

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

                  (xii) to pay itself, the Special Servicer, the Depositor or
            any of their respective directors, officers, members, managers,
            employees and agents, as the case may be, out of general
            collections, any amounts payable to any such Person pursuant to
            Section 6.03(a) or 6.03(b) (provided that, in case of such payments
            relating to an AB Mortgage Loan, such reimbursements shall be made
            first, from amounts collected on the related Companion Loan and then
            from the related Mortgage Loan to the extent in accordance with the
            terms of the related Intercreditor Agreement) prior to being payable
            out of general collections);

                  (xiii) to pay for (a) the cost of the Opinions of Counsel
            contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a), 3.20(d)
            and 10.01(f) to the extent payable out of the Trust Fund, (b) the
            cost of any Opinion of Counsel contemplated by Section 12.01(a) or
            12.01(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
            (c) the cost of obtaining the REO Extension contemplated by Section
            3.16(a) (provided that, in case of such payments relating to an AB
            Mortgage Loan, such reimbursements shall be made first, from amounts
            collected on the related Companion Loan and then from the related
            Mortgage Loan to the extent in accordance with the terms of the
            related Intercreditor Agreement prior to being payable out of
            general collections);

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

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

                  (xvi) to pay itself, the Special Servicer or the applicable
            Mortgage Loan Seller, as the case may be, with respect to each
            Mortgage Loan, if any, previously purchased by such Person pursuant
            to this Agreement, all amounts received thereon subsequent to the
            date of purchase relating to periods after the date of purchase; or,
            in the case of the substitution for a Mortgage Loan by a Mortgage
            Loan Seller pursuant to Section 2.03(b), to pay such Mortgage Loan
            Seller with respect to the replaced Mortgage Loan all amounts
            received thereon subsequent to the date of substitution, and with
            respect to the related Qualified Substitute Mortgage Loan(s), all
            Monthly Payments due thereon during or prior to the month of
            substitution, in accordance with the penultimate sentence of the
            first paragraph of Section 2.03(b);

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

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

                  (xix) to remit to the Companion Paying Agent for deposit into
            the Companion Distribution Account the amounts required to be
            deposited pursuant to the second paragraph of Section 3.04(b); and

                  (xx) to pay for any expenditures to be borne by the Trust Fund
            pursuant to the second paragraph of Section 3.03(c).

            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 Certificate Account.

            The Master Servicer shall pay to the Special Servicer or the Paying
Agent from the Certificate Account amounts permitted to be paid to it therefrom
monthly upon receipt of a certificate of a Servicing Officer of the Special
Servicer or a Responsible Officer of the Paying Agent describing the item and
amount to which the Special Servicer or the Paying Agent is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Mortgage Loan and REO
Loan, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Certificate Account. To the
extent a Nonrecoverable Advance or Workout Delayed Reimbursement Amount with
respect to a Mortgage Loan is required to be reimbursed from the principal
portion of the general collections on the Mortgage Loans pursuant to clauses
(iii), (iv) or (v) of this Section 3.05(a), such reimbursement shall be made
first, from the principal collection available on the Mortgage Loans included in
the same Loan Group as such Mortgage Loan and if the principal collections in
such Loan Group are not sufficient to make such reimbursement in full, then from
the principal collections available in the other Loan Group (after giving effect
to any reimbursement of Nonrecoverable Advances and Workout Delayed
Reimbursement Amounts related to such other Loan Group. To the extent a
Nonrecoverable Advance with respect to a Mortgage Loan is required to be
reimbursed from the interest portion of the general collections on the Mortgage
Loans pursuant to clauses (iii), (iv) or (v) of this Section 3.05(a), such
reimbursement shall be made first, from the interest collections available on
the Mortgage Loans included in the same Loan Group as such Mortgage Loan and if
the interest collections in such Loan Group are not sufficient to make such
reimbursement in full, then from the interest collections available in the other
Loan Group (after giving effect to any reimbursement of Nonrecoverable Advances
related to such other Loan Group); provided, however, that this provision shall
not result in any change in the interest distributions required under Section
4.01(a)(i) of this Agreement.

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

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

                  (ii) [RESERVED];

                  (iii) [RESERVED];

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

                  (v) to pay the Trustee [or the Paying Agent], the Trustee Fee
            [and the Paying Agent Fee] as contemplated by Section 8.05(a) hereof
            with respect to the Mortgage Loans;

                  (vi) to pay for the cost of the Opinions of Counsel sought by
            the Trustee or the Paying Agent (A) as provided in clause (v) of the
            definition of "Disqualified Organization," (B) as contemplated by
            Section 3.20(d), 8.02(ii) and 10.01(f), or (C) as contemplated by
            Section 12.01(a) or 12.01(c) in connection with any amendment to
            this Agreement requested by the Trustee or the Paying Agent, which
            amendment is in furtherance of the rights and interests of
            Certificateholders, in each case, to the extent not paid pursuant to
            Section 12.01(g);

                  (vii) to pay any and all federal, state and local taxes
            imposed on either the Lower-Tier REMIC or Upper-Tier REMIC or on the
            assets or transactions of any such REMIC, together with all
            incidental costs and expenses, to the extent none of the Trustee,
            the Paying Agent, the REMIC Administrator, the Master Servicer or
            the Special Servicer is liable therefor pursuant to Section
            10.01(g);

                  (viii) to pay the REMIC Administrator any amounts reimbursable
            to it pursuant to Section 10.01(e);

                  (ix) to pay to the Master Servicer any amounts deposited by
            the Master Servicer in the Distribution Account not required to be
            deposited therein; and

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

            (c) The Paying Agent shall, on any Distribution Date, make
withdrawals from the Excess Interest Distribution Account to the extent required
to make the distributions of Excess Interest required by Section 4.01(i).

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

                  (i) to make distributions to Certificateholders (other than
            Holders of the Class A-2FL Certificates and the Class LR
            Certificates) and to the Floating Rate Account in respect of the
            Class A-2FL Regular Interest on each Distribution Date pursuant to
            Section 4.01 or 9.01, as applicable, subject to the penultimate
            paragraph of Section 3.04(b);

                  (ii) [RESERVED]; and

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

            (e) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(iv) and 3.05(c)(v), then the Trustee Fee shall be paid in full
prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and
in the event that amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of
such Trustee Fee, the Trustee shall be paid based on the amount of such fees and
(ii) if amounts on deposit in the Certificate Account are not sufficient to
reimburse the full amount of Advances and interest thereon listed in Sections
3.05(a)(iii), (iv), (v) and (vi), then reimbursements shall be paid first to the
Trustee and second to the Master Servicer.

            (f) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(j).

            (g) The Paying Agent shall make withdrawals from the Floating Rate
Account only for the following purposes:

                  (i) to withdraw amounts deposited in the Floating Rate Account
            in error and pay such amounts to the Persons entitled thereto;

                  (ii) to pay any funds required to be paid to the Swap
            Counterparty under the Swap Contract as specified in Section
            3.32(c), and to pay costs or expenses, if any, related to the Swap
            Contract pursuant to Section 3.32(f);

                  (iii) to make distributions to the Holders of the Class A-2FL
            Certificates pursuant to Section 4.01(k); and

                  (iv) to clear and terminate the Floating Rate Account pursuant
            to Section 9.01.

            Section 3.06 Investment of Funds in the Certificate Account and the
REO Account. (a) The Master Servicer may direct any depository institution
maintaining the Certificate Account, the Companion Distribution Account, or any
Servicing Account (for purposes of this Section 3.06, an "Investment Account"),
the Special Servicer may direct any depository institution maintaining the REO
Account (also for purposes of this Section 3.06, an "Investment Account") to
invest or if it is such depository institution, may itself invest, the funds
held therein, only in one or more Permitted Investments bearing interest or sold
at a discount, and maturing, unless payable on demand, (i) no later than the
Business Day immediately preceding the next succeeding date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the depository institution maintaining such account is the
obligor thereon and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (in the case of the Certificate
Account, the Companion Distribution Account, or any Servicing Account maintained
by or for the Master Servicer) or the Special Servicer (in the case of the REO
Account or any Servicing Account maintained by or for the Special Servicer), on
behalf of the Trustee, shall maintain continuous physical possession of any
Permitted Investment of amounts in the Certificate Account, the Companion
Distribution Account, the Servicing Accounts or REO Account, as applicable, that
is either (i) a "certificated security," as such term is defined in the UCC
(such that the Trustee shall have control pursuant to Section 8-106 of the UCC)
or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In
the case of any Permitted Investment held in the form of a "security
entitlement" (within the meaning of Section 8-102(a)(17) of the UCC), the Master
Servicer or the Special Servicer, as applicable, shall take or cause to be taken
such action as the Trustee deems reasonably necessary to cause the Trustee to
have control over such security entitlement. 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 Certificate Account, the
Companion Distribution Account, or any Servicing Account maintained by or for
the Master Servicer), the Special Servicer (in the case of the REO Account or
any Servicing Account maintained by or for the Special Servicer) 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 Investment Account.

            (b) Interest and investment income realized on funds deposited in
the Certificate Account, the Companion Distribution Account, or any Servicing
Account maintained by or for the Master Servicer, to the extent of the Net
Investment Earnings, if any, with respect to such account for the period from
and including the prior Distribution Date to and including the P&I Advance Date
related to such Distribution Date, shall be for the sole and exclusive benefit
of the Master Servicer to the extent not required to be paid to the related
Mortgagor and shall be subject to its withdrawal, or withdrawal at its
direction, in accordance with Sections 3.03 or Section 3.05(a), as the case may
be. Interest and investment income realized on funds deposited in the REO
Account or any Servicing Account maintained by or for the Special Servicer, to
the extent of the Net Investment Earnings, if any, with respect to such account
for each period from and including any Distribution Date to and including the
immediately succeeding P&I Advance Date, shall be for the sole and exclusive
benefit of the Special Servicer and shall be subject to its withdrawal in
accordance with Section 3.16(c). In the event that any loss shall be incurred in
respect of any Permitted Investment directed to be made by the Master Servicer
or Special Servicer, as applicable, and on deposit in any of the Certificate
Account, the Companion Distribution Account, the Servicing Account or the REO
Account, the Master Servicer (in the case of the Certificate Account, the
Companion Distribution Account, or any Servicing Account maintained by or for
the Master Servicer) and the Special Servicer (in the case of the REO Account or
any Servicing Account maintained by or for the Special Servicer) shall deposit
therein, no later than the P&I Advance Date, without right of reimbursement, the
amount of Net Investment Loss, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date, provided that neither the Master
Servicer nor the Special Servicer shall be required to deposit any loss on an
investment of funds in an Investment Account if such loss is incurred solely as
a result of the insolvency of the federal or state chartered depository
institution or trust company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth
in the definition of Eligible Account at the time such investment was made (and,
with respect to the Master Servicer, such federal or state chartered depository
institution or trust company is not an Affiliate of the Master Servicer unless
such depository institution or trust company satisfied the qualification set
forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) 30 days prior to such insolvency).

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

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage. (a) The Master Servicer (with respect to Mortgage Loans)
or the Special Servicer (with respect to REO Properties) shall use its efforts
consistent with the Servicing Standards to cause the Mortgagor to maintain, to
the extent required by the terms of the related Mortgage Note all insurance
coverage as is required under the related Mortgage Loan except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default. If the Mortgagor does not so maintain such insurance coverage, the
Master Servicer (with respect to Mortgage Loans) or the Special Servicer (with
respect to REO Properties) shall maintain, for each Mortgage Loan all insurance
coverage as is required under the related Mortgage and only in the event the
Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer and, if available, can be obtained at
commercially reasonable rates, as determined by the Master Servicer (or in the
case of insurance against property damage resulting from terrorist or similar
acts or insurance with respect to REO Properties, the Special Servicer) except
to the extent that the failure of the related Mortgagor to do so is an
Acceptable Insurance Default; provided, however, that if any Mortgage permits
the holder thereof to dictate to the Mortgagor the insurance coverage to be
maintained on such Mortgaged Property, the Master Servicer or the Special
Servicer, as applicable, shall impose such insurance requirements as are
consistent with the Servicing Standards taking into account the insurance in
place at the closing of the Mortgage Loan, provided that, with respect to the
immediately preceding proviso, the Master Servicer will be obligated to maintain
insurance against property damage resulting from terrorist or similar acts
unless the Mortgagor's failure is an Acceptable Insurance Default and only in
the event the Trustee has an insurable interest therein and such insurance is
available to the Master Servicer and, if available, can be obtained at
commercially reasonable rates as determined by the Special Servicer, provided
that the Master Servicer shall be entitled to conclusively rely on such
determination. Subject to Section 3.17(a) and the costs of such insurance being
reimbursed or paid to the Special Servicer as provided in the penultimate
sentence of this paragraph, the Special Servicer shall maintain for each REO
Property no less insurance coverage than was previously required of the
Mortgagor under the related Mortgage Loan and Companion Loan unless the Special
Servicer, with Directing Certificateholder consent, determines that such
insurance is not available at commercially reasonable rates, provided that the
Master Servicer shall be entitled to conclusively rely on such determination.
All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a "standard" mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans and Companion Loans other than REO Properties) or to
the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in
the case of insurance maintained in respect of REO Properties), (iii) include
coverage in an amount not less than the lesser of (x) the full replacement cost
of the improvements securing Mortgaged Property or the REO Property, as
applicable, or (y) the outstanding principal balance owing on the related
Mortgage Loan, Companion Loan or REO Loan, as applicable, and in any event, the
amount necessary to avoid the operation of any co-insurance provisions, (iv)
include a replacement cost endorsement providing no deduction for depreciation
(unless such endorsement is not permitted under the related Mortgage Loan
documents), (v) be noncancellable without 30 days prior written notice to the
insured party (except in the case of nonpayment, in which case such policy shall
not be cancelled without 10 days prior notice) and (vi) be issued by a Qualified
Insurer 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 Mortgagor, in each case in accordance with the Servicing
Standards and the provisions of the related Mortgage Loan and Companion Loan)
shall be deposited in the Certificate 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 Mortgage Loans and Companion Loans (other
than REO Properties) (i) if the Mortgagor defaults on its obligation to do so,
shall be advanced by the Master Servicer as a Servicing Advance and will be
charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan and Companion Loan, notwithstanding that
the terms of such Mortgage Loan or Companion Loan so permit. Any cost incurred
by the Special Servicer in maintaining any such Insurance Policies with respect
to REO Properties shall be an expense of the Trust payable out of the related
REO Account pursuant to Section 3.16(c) or, if the amount on deposit therein is
insufficient therefor, advanced by the Master Servicer as a Servicing Advance.

            Notwithstanding the foregoing, with respect to the Mortgage Loans
that either (x) require the Mortgagor to maintain "all risk" property insurance
(and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in
types and against such risks as the holder of such Mortgage Loan reasonably
requires from time to time in order to protect its interests, the Master
Servicer will be required to (A) actively monitor whether the insurance policies
for the related Mortgaged Property contain Additional Exclusions, (B) request
the Mortgagor to either purchase insurance against the risks specified in the
Additional Exclusions or provide an explanation as to its reasons for failing to
purchase such insurance and (C) notify the Special Servicer if any insurance
policy contains Additional Exclusions or if any borrower fails to purchase the
insurance requested to be purchased by the Master Servicer pursuant to clause
(B) above. If the Special Servicer determines in accordance with the Servicing
Standards that such failure is not an Acceptable Insurance Default, the Special
Servicer shall notify the Master Servicer and the Master Servicer shall cause
such insurance to be maintained. Furthermore, the Special Servicer shall inform
the Rating Agencies as to such conclusions for those Mortgage Loans that (i)
have one of the ten (10) highest outstanding Stated Principal Balances of all of
the Mortgage Loans then included in the Trust or (ii) comprise more than [5]% of
the outstanding Stated Principal Balance of the Mortgage Loans then included in
the Trust. During the period that the Special Servicer is evaluating the
availability of such insurance, the Master Servicer will not be liable for any
loss related to its failure to require the Mortgagor to maintain such insurance
and will not be in default of its obligations as a result of such failure and
the Master Servicer will not itself maintain such insurance or cause such
insurance to be maintained.

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

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

            (c) Each of the Master Servicer and the Special Servicer shall
obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and
omissions Insurance Policy with a Qualified Insurer covering the Master
Servicer's and the Special Servicer's, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection
with its activities under this Agreement. 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, as applicable, is rated at least "Baa3"
by Moody's and "A" by Fitch, the Master Servicer or the Special Servicer, as
applicable, shall be allowed to provide self-insurance with respect to a
fidelity bond and an "errors and omissions" Insurance Policy. Such amount of
coverage shall be in such form and amount as are consistent with the Servicing
Standards. 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). The Special Servicer and the
Master Servicer will promptly report in writing to the Trustee any material
changes that may occur in their respective fidelity bonds, if any, and/or their
respective errors and omissions Insurance Policies, as the case may be, and will
furnish to the Trustee copies of all binders and policies or certificates
evidencing that such bonds, if any, and insurance policies are in full force and
effect. The Master Servicer and the Special Servicer shall each cause the
Trustee to be an additional loss payee on any policy currently in place or
procured pursuant to the requirements of this Section 3.07(c).

            (d) At the time the Master Servicer determines in accordance with
the Servicing Standards that any Mortgaged Property is in a federally designated
special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standards to
cause the related Mortgagor (in accordance with applicable law and the terms of
the Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Master Servicer
or the Special Servicer, as applicable, in accordance with the Servicing
Standards and to the extent the Trustee, as mortgagee, has an insurable interest
therein), flood insurance in respect thereof, but only to the extent the related
Mortgage Loan or Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standards.
Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan or Companion Loan, and (ii) the
maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. If the cost of any insurance described above
is not borne by the Mortgagor, the Master Servicer shall promptly make a
Servicing Advance for such costs.

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

            Section 3.08 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. (a) As to each Mortgage Loan or Companion Loan which contains a
provision in the nature of a "due-on-sale" clause (including, without
limitation, if so provided in the "due-on-sale" provision of the related
Mortgage Loan documents, sales or transfers of Mortgaged Property (in full or
part) or the sale, transfer, pledge or hypothecation of direct or indirect
interests of a Mortgagor or its owners), which by its terms:

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

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

then, for so long as such Mortgage Loan or Companion Loan is being serviced
under this Agreement, the Special Servicer or, with respect to all Non-Specially
Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the
mortgagee of record, shall exercise (or waive its right to exercise) any right
it might have with respect to such Mortgage Loan or Companion Loan (x) to
accelerate the payments thereon or (y) to withhold its consent, provided that,
(i) with respect to all Non-Specially Serviced Mortgage Loans, the Master
Servicer has obtained the prior written consent of the Special Servicer, which
consent shall be deemed given [15] Business Days after receipt by the Special
Servicer from the Master Servicer of the Master Servicer's analysis and
recommendation with respect to such waiver or exercise of such right together
with such other information reasonably required by the Special Servicer, (ii)
with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced
Mortgage Loans, the Special Servicer shall, prior to consenting to such a
proposed action of the Master Servicer, obtain, and, prior to itself taking such
an action, the Special Servicer shall obtain, the prior written consent of the
Directing Certificateholder, which consent shall be deemed given [10] Business
Days after receipt (unless earlier objected to) by the Directing
Certificateholder of the Master Servicer's or Special Servicer's, as applicable,
analysis and recommendation with respect to such waiver together with such other
information reasonably required by the Directing Certificateholder, and (iii)
with respect to any Mortgage Loan, together with any other Mortgage Loans
cross-collateralized with such Mortgage Loan, or together with all other
Mortgage Loans with the same or an affiliated Mortgagor (x) with a Stated
Principal Balance greater than or equal to $[20,000,000], (y) with a Stated
Principal Balance greater than [5]% of the aggregate Stated Principal Balance of
all the Mortgage Loans then outstanding or (z) is one of the ten largest of the
then outstanding Mortgage Loans, by Stated Principal Balance, the Master
Servicer or the Special Servicer, as the case may be, shall not take such action
unless it has obtained confirmation from each Rating Agency stating that none of
the then-current rating or ratings of all outstanding Classes of the
Certificates would be qualified, downgraded or withdrawn by such Rating Agency,
as a result of such waiver) any right it may have with respect to such Mortgage
Loan or Companion Loan (x) to accelerate the payments thereon or (y) to withhold
its consent to the sale or transfer.

            If any Mortgage Loan or Companion Loan provides that such Mortgage
Loan or Companion Loan may be assumed or transferred without the consent of the
mortgagee provided that certain conditions are satisfied, then for so long as
such Mortgage Loan or Companion Loan is being serviced under this Agreement, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
determine whether such conditions have been satisfied, or, with respect to all
Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the
Trustee as mortgagee of record, shall provide the Special Servicer with the
Master Servicer's analysis and determination with respect to whether such
conditions have been satisfied, together with all information reasonably
requested by the Special Servicer, and the Special Servicer shall indicate its
agreement or disagreement with such determination, which agreement shall be
deemed to have been given [ten (10)] Business Days after receipt (unless earlier
objected to) by the Special Servicer of the Master Servicer's analysis and
determination together with all information reasonably requested by the Special
Servicer.

The Master Servicer shall not process or permit any such assumption or transfer
if:

                  (i) the Master Servicer determines that such conditions have
            been satisfied but the Special Servicer disagrees; or

                  (ii) the Master Servicer determines that such conditions have
            not been satisfied and the Special Servicer agrees; or

                  (iii) the Master Servicer determines that such conditions have
            not been satisfied and the Special Servicer's agreement is deemed.

The Master Servicer shall not process or permit any such assumption or transfer
for Specially Serviced Mortgage Loans.

The Master Servicer shall process or permit such assumption or transfer if:

                  (i) the Master Servicer determines that such conditions have
            not been satisfied but the Special Servicer disagrees; or

                  (ii) the Master Servicer determines that such conditions have
            been satisfied and the Special Servicer agrees; or

                  (iii) the Master Servicer determines that such conditions have
            been satisfied and the Special Servicer's agreement is deemed.

            (b) As to each Mortgage Loan and Companion Loan which contains a
provision in the nature of a "due-on-encumbrance" clause (including, without
limitation, if so provided in the "due-on-encumbrance" provisions of the related
Mortgage Loan documents, any mezzanine financing of the Mortgagor or the
Mortgaged Property or any sale or transfer of preferred equity in the Mortgagor
or its owners), which by its terms:

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

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

then, for so long as such Mortgage Loan and Companion Loan is serviced under
this Agreement, the Special Servicer or, with respect to all Non-Specially
Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the
mortgagee of record, shall exercise (or waive its right to exercise) any right
it may have with respect to such Mortgage Loan or Companion Loan (x) to
accelerate the payments thereon or (y) to withhold its consent, provided that,
(i) (a) with respect to all Non-Specially Serviced Mortgage Loans, the Master
Servicer has made a recommendation and obtained the consent of the Special
Servicer, which consent shall be deemed given [ten (10)] Business Days after
receipt (unless earlier objected to) by the Special Servicer from the Master
Servicer of the Master Servicer's analysis and recommendation with respect to
such waiver or exercise of such right together with such other information
reasonably required by the Special Servicer and (b) the Master Servicer or the
Special Servicer, as the case may be, has obtained (i) the prior written consent
of the Directing Certificateholder, which consent shall be deemed given 10
Business Days after receipt by the Directing Certificateholder of the Master
Servicer's and/or Special Servicer's, as applicable, analysis and recommendation
with respect to such waiver together with such other information reasonably
required by the Directing Certificateholder, and (ii) from each Rating Agency a
confirmation that such waiver would not result in the downgrade, withdrawal or
qualification of the then-current ratings on any Class of outstanding
Certificates if such Mortgage Loan (1) together with any other Mortgage Loans
cross-collateralized with such Mortgage Loan, or together with all other
Mortgage Loans with the same or an affiliated Mortgagor, has an outstanding
principal balance that is greater than or equal to [2]% of the Stated Principal
Balance of the outstanding Mortgage Loans or (2) has an LTV Ratio (including
existing and proposed debt) greater than [85]% (including any proposed debt) or
(3) a Debt Service Coverage Ratio less than [1.20]x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan
and the principal amount of the proposed additional loan) or (4) together with
any other Mortgage Loans cross-collateralized with such Mortgage Loan, or
together with all other Mortgage Loans with the same or an affiliated Mortgagor,
is one of the [ten (10)] largest Mortgage Loans (by Stated Principal Balance) or
(5) together with any other Mortgage Loans cross-collateralized with such
Mortgage Loan, or together with all other Mortgage Loans with the same or an
affiliated Mortgagor, has a Stated Principal Balance over $[20,000,000]) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon or (y) to withhold its consent to the creation of any such
additional lien or other encumbrance, in a manner consistent with the Servicing
Standards.

            If any Mortgage Loan or Companion Loan provides that such Mortgage
Loan or Companion Loan may be further encumbered without the consent of the
mortgagee provided that certain conditions are satisfied, then for so long as
such Mortgage Loan or Companion Loan is being serviced under this Agreement, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
determine whether such conditions have been satisfied, or, with respect to all
Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the
Trustee as mortgagee of record, shall provide the Special Servicer with the
Master Servicer's analysis and determination with respect to whether such
conditions have been satisfied, together with all information reasonably
requested by the Special Servicer, and the Special Servicer shall indicate its
agreement or disagreement with such determination, which agreement shall be
deemed to have been given [ten (10)] Business Days after receipt (unless earlier
objected to) by the Special Servicer of the Master Servicer's analysis and
determination together with all information reasonably requested by the Special
Servicer.

The Master Servicer shall not process or permit such further encumbrance if:

                  (i) the Master Servicer determines that such conditions have
            been satisfied but the Special Servicer disagrees; or

                  (ii) the Master Servicer determines that such conditions have
            not been satisfied and the Special Servicer agrees; or

                  (iii) the Master Servicer determines that such conditions have
            not been satisfied and the Special Servicer's agreement is deemed.

The Master Servicer shall not process or permit any such encumbrance for
Specially Serviced Mortgage Loans.

The Master Servicer shall process or permit such further encumbrance if:

                  (i) the Master Servicer determines that such conditions have
            not been satisfied but the Special Servicer disagrees; or

                  (ii) the Master Servicer determines that such conditions have
            been satisfied and the Special Servicer agrees; or

                  (iii) the Master Servicer determines that such conditions have
            been satisfied and the Special Servicer's agreement is deemed.

            (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            (d) Except as otherwise permitted by Sections 3.20 and 3.08(a), (b)
and (e) neither the Master Servicer nor the Special Servicer shall agree to
modify, waive or amend any term of any Mortgage Loan in connection with the
taking of, or the failure to take, any action pursuant to this Section 3.08. The
Master Servicer and the Special Servicer shall each provide copies of any
waivers it effects pursuant to Section 3.08(a) or (b) to the other and each
Rating Agency with respect to each Mortgage Loan. To the extent not previously
provided, the Master Servicer shall provide copies of any waivers it effects
pursuant to Section 3.08(a) or (b) to the Special Servicer and each Rating
Agency with respect to each Mortgage Loan.

            (e) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, the Master Servicer may with respect to Non-Specially Serviced
Mortgage Loans, without any Directing Certificateholder approval, Rating Agency
confirmation or Special Servicer approval (provided the Master Servicer delivers
notice thereof to the Special Servicer and Directing Certificateholder, except
to the extent that the Special Servicer or the Directing Certificateholder, as
the case may be, notifies the Master Servicer that such party does not desire to
receive copies of such items), (i) grant waivers of non-material covenant
defaults (other than financial covenants), including late financial statements;
(ii) consent to releases of non-material, non-income producing parcels of a
Mortgaged Property that do not materially affect the use or value of the
Mortgaged Property or the ability of the related Mortgagor to pay amounts due in
respect of the Mortgage Loan as and when due provided such releases are required
by the related Mortgage Loan documents; (iii) approve or consent to grants of
easements or right of way for utilities, access, parking, public improvements or
another purpose or subordinations of the lien of Mortgage Loans to easements
that do not materially affect the use or value of a Mortgaged Property or a
Mortgagor's ability to make any payments with respect to the related Mortgage
Loan; (iv) approve routine leasing activity with respect to any lease for less
than the lesser of (a) [15,000] square feet and (b) [20]% of the related
Mortgaged Property; provided that (1) no subordination, non-disturbance and
attornment agreement exists with respect to such lease and (2) no such lease is
a Ground Lease; and provided further that the Master Servicer shall not grant or
approve (but shall forward to the Special Servicer for its approval) any request
for (or any waiver, consent, approval, amendment or modification in connection
with) a subordination, non-disturbance and attornment agreement or approval of a
lease that contains a subordination, non-disturbance and attornment agreement;
(v) consents to actions related to condemnation of non-material, non-income
producing parcels of the Mortgaged Property that do not materially affect the
use or value of the Mortgaged Property or the ability of the related Mortgagor
to pay amounts due in respect of the Mortgage Loan or Companion Loan as and when
due; (vi) consents to a change in property management relating to any Mortgage
Loan or Companion Loan with respect to Mortgage Loans or Companion Loans with an
outstanding principal balance of less than $[5,000,000]; and (vii) approve of
annual operating budgets; provided that any such modification, waiver or
amendment (w) would not in any way affect a payment term of the Certificates,
(x) would not constitute a "significant modification" of such Mortgage Loan or
Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would
not otherwise cause either the Upper-Tier REMIC or Lower-Tier REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust under subpart E, Part I of subchapter J of the Code for federal income tax
purposes, (y) agreeing to such modification, waiver or amendment would be
consistent with the Servicing Standards, and (z) agreeing to such modification,
waiver or amendment shall not violate the terms, provisions or limitations of
this Agreement or any other document contemplated hereby. For the avoidance of
doubt, and without limiting the generality of the foregoing, any request for the
disbursement of earnouts or holdback amounts with respect to any Mortgage Loan
received by the Master Servicer shall be submitted to the Special Servicer for
approval (which approval shall be deemed given if the request is not denied by
the Special Servicer in writing to the Master Servicer within [ten (10)]
Business Days of the Special Servicer's receipt of such request). For purposes
of this Agreement, "disbursement of earnouts or holdback amounts" shall mean the
disbursement or funding to a Mortgagor of previously unfunded, escrowed or
otherwise reserved portions of the loan proceeds of the applicable Mortgage Loan
until certain conditions precedent thereto relating to the satisfaction of
performance related criteria (i.e., project reserve thresholds, lease-up
requirements, sales requirements, etc.), as set forth in the applicable Mortgage
Loan documents, have been satisfied.

            (f) Notwithstanding any other provision of this Agreement, the
Special Servicer may not waive its rights or grant its consent under any
"due-on-sale" or "due-on-encumbrance" clause relating to a Non-Specially
Serviced Mortgage Loan having a Stated Principal Balance greater or equal to
$[2,500,000] or relating to any Specially Serviced Mortgage Loan without the
consent of the Directing Certificateholder. The Directing Certificateholder
shall have [10] Business Days after receipt of notice along with the Master
Servicer's and Special Servicer's recommendation and analysis with respect to
such waiver and any additional information the Directing Certificateholder may
reasonably request from the Special Servicer of a proposed waiver or consent
under any "due on sale" or "due on encumbrance" clause in which to grant or
withhold its consent (provided that if the Special Servicer fails to receive a
response to such notice from the Directing Certificateholder in writing within
such period, then the Directing Certificateholder shall be deemed to have
consented to such proposed waiver or consent).

            (g) Notwithstanding the foregoing provisions of this Section 3.08,
if the Servicer or Special Servicer makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or
Companion Loan documents, as applicable, with respect to assumptions or
encumbrances permitted without the consent of the mortgagee have been satisfied,
the applicable assumptions and transfers may be subject to an assumption or
other fee, unless otherwise prohibited in the related Mortgage Loan or Companion
Loan documents, as applicable.

            Section 3.09 Realization Upon Defaulted Mortgage Loans. (a) The
Special Servicer shall, subject to subsections (b) through (d) of this Section
3.09 and Section 3.29, exercise reasonable efforts, consistent with the
Servicing Standards, to foreclose upon or otherwise comparably convert (which
may include an REO Acquisition) the ownership of property securing such Mortgage
Loans or Companion Loans, as come into and continue in default as to which no
satisfactory arrangements can be made for collection of delinquent payments, and
which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer or Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the
Special Servicer has determined in its reasonable discretion that such
restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to the Master Servicer for
such Servicing Advance, and the Master Servicer or Special Servicer has not
determined that such Servicing Advance together with accrued and unpaid interest
thereon would constitute a Nonrecoverable Advance. The costs and expenses
incurred by the Special Servicer in any such proceedings shall be advanced by
the Master Servicer, provided that, in each case, such cost or expense would
not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing
contained in this Section 3.09 shall be construed so as to require the Master
Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Master Servicer
or the Special Servicer in its reasonable judgment taking into account the
factors described in Section 3.18(b) and the results of any Appraisal obtained
pursuant to the following sentence, all such bids to be made in a manner
consistent with the Servicing Standards. If and when the Special Servicer or the
Master Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan
or defaulted Companion Loan, whether for purposes of bidding at foreclosure or
otherwise, the Special Servicer or the Master Servicer, as the case may be, is
authorized to have an Appraisal performed with respect to such property by an
Independent MAI-designated appraiser the cost of which shall be paid by the
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 incidental to real property
            (within the meaning of Section 856(e)(1) of the Code) so acquired by
            the Special Servicer; or

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

            (c) Notwithstanding the foregoing provisions of this Section 3.09
and Section 3.30, neither the Special Servicer nor the Master Servicer shall, on
behalf of the Trustee, obtain title to a Mortgaged Property in lieu of
foreclosure or otherwise, or take any other action with respect to any Mortgaged
Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders and/or any related Companion 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 Standards, based on an Environmental Assessment of
such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments and performed within six months prior to any
such acquisition of title or other action, that:

                  (i) the Mortgaged Property is in compliance with applicable
            environmental laws and regulations or, if not, that taking such
            actions as are necessary to bring the Mortgaged Property in
            compliance therewith is reasonably likely to produce a greater
            recovery on a net present value basis than not taking such actions,
            for such purposes taking into account any insurance coverage
            provided pursuant to any environmental insurance polices in effect
            and obtained on behalf of the Mortgagee with respect to the related
            Mortgaged Property; and

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

            The cost of any such Environmental Assessment shall be paid by the
Master Servicer as a Servicing Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence shall be paid by the Master Servicer as a Servicing Advance,
unless it is a Nonrecoverable Servicing Advance (in which case it shall be an
expense of the Trust Fund) at the direction of the Special Servicer); and if any
such Environmental Assessment so warrants, the Special Servicer shall (except
with respect to any Companion Loan and any Environmental Assessment ordered
after the related AB Mortgage Loan has been paid in full), at the expense of the
Trust Fund, perform such additional environmental testing as it deems necessary
and prudent to determine whether the conditions described in clauses (i) and
(ii) of the preceding sentence have been satisfied. With respect to
Non-Specially Serviced Mortgage Loans, the Master Servicer and, with respect to
Specially Serviced Mortgage Loans, the Special Servicer 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 must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform
any actions required under such policy) under each environmental insurance
policy in effect and obtained on behalf of the mortgagee to receive the maximum
proceeds available under such policy for the benefit of the Certificateholders
and the Trustee (as holder of the Class A-2FL Regular Interest and the
Uncertificated Lower-Tier Interests).

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and any related Companion
Loan(s) 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 each of
the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan
Seller could be required to repurchase such Defaulted Mortgage Loan pursuant to
Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized at such time as it deems appropriate to
release such Mortgaged Property from the lien of the related Mortgage, provided
that, if such Mortgage Loan has a then outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property
from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee, the Paying Agent, the Master Servicer
and the Directing Certificateholder in writing of its intention to so release
such Mortgaged Property and the bases for such intention, (ii) the Paying Agent
shall have notified the Certificateholders in writing of the Special Servicer's
intention to so release such Mortgaged Property, (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within [30] days of the Paying Agent's distributing such notice
(failure to respond by the end of such [30]-day period being deemed consent),
and (iv) the Special Servicer shall have received written confirmation from each
Rating Agency that such release will not cause the downgrade, withdrawal or
qualification of any of the then-current ratings of any Class of Certificates.
To the extent any fee charged by each Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Paying Agent, the Directing
Certificateholder, each Rating Agency and the Master Servicer monthly regarding
any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan or defaulted Companion Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase of the related Mortgage Loan by
the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property. The Paying Agent shall forward, or cause to
be forwarded all such reports to each Rating Agency and the Certificateholders
upon request.

            (f) The Special Servicer shall notify the Master Servicer of any
abandoned and/or foreclosed properties which require reporting to the Internal
Revenue Service and shall provide the Master Servicer with all information
regarding forgiveness of indebtedness and required to be reported with respect
to any Mortgage Loan or Companion Loan which is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, such information and the
Master Servicer shall report, via Form 1099C or any successor form, all
forgiveness of indebtedness to the extent such information has been provided to
the Master Servicer by the Special Servicer. Upon request, the Master Servicer
shall deliver a copy of any such report to the Trustee and the Paying Agent.

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

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

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files. (a)
Upon the payment in full of any Mortgage Loan, or the receipt by the 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 Special Servicer, as the case may be, will immediately notify
the Trustee and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Master Servicer to enable such deposit, have been or will be so deposited.
Within seven Business Days (or within such shorter period as release can
reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or Special Servicer, as the case may be. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Certificate Account.

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

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

            Section 3.11 Servicing Compensation. (a) As compensation for its
activities hereunder, the Master Servicer shall be entitled to receive the
Servicing Fee with respect to each Mortgage Loan, each Companion Loan and REO
Loan. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee
shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan or Companion
Loan, as the case may be, and in the same manner as interest is calculated on
such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in
connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Mortgage Loan,
Companion Loan or REO Loan or deemed to be due on such REO Loan is computed. The
Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as
interest on each REO Loan, and as otherwise provided by Section 3.05(a). The
Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of
any Mortgage Loan, Companion Loan or REO Loan out of that portion of related
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO
Revenues (in the case of an REO Loan) allocable as recoveries of interest, to
the extent permitted by Section 3.05(a). Except as set forth in the third
paragraph of this Section 3.11(a) and Section 7.01(c), the right to receive the
Servicing Fee may not be transferred in whole or in part.

            The Master Servicer shall be entitled to retain, and shall not be
required to deposit in the Certificate Account pursuant to Section 3.04(a),
additional servicing compensation in the form of (i) 100% of modification,
waiver and consent fees pursuant to Section 3.08(e), provided the consent of the
Special Servicer is not required to take such action and, in the event that the
Special Servicer's consent is required, then the Master Servicer shall be
entitled to 50% of such fees, (ii) 100% of all defeasance fees and 50% of all
application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50%
of all assumption, waiver and consent fees pursuant to Section 3.08(a) and
Section 3.08(b) on the Non-Specially Serviced Mortgage Loans, to the extent that
such fees are paid by the Mortgagor and for which the Special Servicer's consent
or approval is required on the Non-Specially Serviced Mortgage Loans and only to
the extent that all amounts then due and payable with respect to the related
Mortgage Loan have been paid; provided, that for purposes of this Section
3.11(a), the Master Servicer will be entitled to receive 100% of the assumption,
waiver and consent fees pursuant to Section 3.08(a) and Section 3.08(b) on the
Non-Specially Serviced Mortgage Loans if the related assumption, transfer or
encumbrance is permitted without the consent of the mortgagee provided that
certain conditions set forth in the related Mortgage Loan documents are
satisfied, and provided further, that, notwithstanding the foregoing, with
respect to each Mortgage Loan set forth on Schedule 4, if any, the percentage of
the fees to be paid to the Master Servicer with respect to assumptions shall be
as set forth on Schedule 4. In addition, the Master Servicer shall be entitled
to retain as additional servicing compensation any charges for processing
Mortgagor requests, beneficiary statements or demands, reasonable and customary
consent fees, fees in connection with defeasance, if any, and other customary
charges, and amounts collected for checks returned for insufficient funds, in
each case only to the extent actually paid by the related Mortgagor and shall
not be required to deposit such amounts in the Certificate Account or the
Companion Distribution Account pursuant to Section 3.04(a). Subject to Section
3.11(d), the Master Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in
Section 3.11 (d), (ii) interest or other income earned on deposits relating to
the Trust Fund in the Certificate Account or the Companion Distribution Account
in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for the period from the prior P&I
Advance Date to the P&I Advance Date related to such Distribution Date), (iii)
interest or other income earned on deposits in the Servicing Account which are
not required by applicable law or the related Mortgage Loan to be paid to the
Mortgagor and (iv) the difference, if positive, between Prepayment Interest
Excess and Prepayment Shortfalls collected on the Mortgage Loans during the
related Due Period to the extent not required to be paid as Compensating
Interest Payments. 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 and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy
insuring against hazard losses pursuant to Section 3.07), if and to the extent
such expenses are not payable directly out of the Certificate Account and the
Master Servicer shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.

            Notwithstanding anything herein to the contrary, [________] may at
its option assign or pledge to any third party or retain for itself the
Transferable Servicing Interest; provided, however, that in the event of any
resignation or termination of the Master Servicer, all or any portion of the
Transferable Servicing Interest may be reduced by the Trustee to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Servicer (which successor may include the Trustee)
that meets the requirements of Section 6.04 and who requires market rate
servicing compensation that accrues at a per annum rate in excess of the
Retained Fee Rate, and any such assignment of the Transferable Servicing
Interest shall, by its terms be expressly subject to the terms of this Agreement
and such reduction. The Master Servicer shall pay the Transferable Servicing
Interest to the holder of the Transferable Servicing Interest (i.e., [________]
or any such third party) at such time and to the extent the Master Servicer is
entitled to receive payment of its Servicing Fees hereunder, notwithstanding any
resignation or termination of [________] hereunder (subject to reduction
pursuant to the preceding sentence).

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan
or REO Loan, as the case may be, and in the same manner as interest is
calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case
may be, and, in connection with any partial month interest payment, for the same
period respecting which any related interest payment due on such Specially
Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The
Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or
REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof.
The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in
accordance with the provisions of Section 3.05(a). The right to receive the
Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer's responsibilities
and obligations under this Agreement.

            (c) Additional servicing compensation in the form of (i) 100% of all
fees with respect to application, assumption, extension, modification, waiver,
consent, earnout and defeasance fees, in each case, received on any Specially
Serviced Mortgage Loans to the extent such fees are paid by the Mortgagor, (ii)
50% of all application fees received on Non-Specially Serviced Mortgage Loans
and (iii) 50% of all assumption, waiver and consent fees pursuant to Section
3.08(a) and 3.08(b) or 3.20 received with respect to all Non-Specially Serviced
Mortgage Loans and for which the Special Servicer's consent or approval is
required, shall be promptly paid to the Special Servicer by the Master Servicer
to the extent such fees are paid by the Mortgagor and shall not be required to
be deposited in the Certificate Account pursuant to Section 3.04(a); provided,
that, notwithstanding the foregoing with respect to each Mortgage Loan set forth
on Schedule 4, if any, the percentage of the fees to be paid to the Master
Servicer with respect to assumptions shall be as set forth on Schedule 4. The
Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Mortgage Loan at the
Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected
Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will
cease to be payable if such loan again becomes a Specially Serviced Mortgage
Loan; provided that a new Workout Fee will become payable if and when such
Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated (other than for cause) or resigns, it shall
retain the right to receive any and all Workout Fees payable in respect of
Mortgage Loans or Companion Loans that became Corrected Mortgage Loans prior to
the time of that termination or resignation except the Workout Fees will no
longer be payable if the Mortgage Loan subsequently becomes a Specially Serviced
Mortgage Loan. If the Special Servicer resigns or is terminated (other than for
cause), it will receive any Workout Fees payable on Specially Serviced Mortgage
Loans for which the resigning or terminated Special Servicer had cured the event
of default through a modification, restructuring or workout negotiated by the
Special Servicer and evidenced by a signed writing with respect to which one (1)
scheduled payment has been made, but which had not as of the time the Special
Servicer resigned or was terminated become a Corrected Mortgage Loan solely
because the Mortgagor had not had sufficient time to make three consecutive
timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan
as a result of the Mortgagor making such three consecutive timely Monthly
Payments. The successor Special Servicer will not be entitled to any portion of
such Workout Fees. A Liquidation Fee will be payable with respect to each
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives any Liquidation Proceeds or Insurance and Condemnation
Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance
and Condemnation Proceeds). Notwithstanding anything to the contrary described
above, no Liquidation Fee will be payable based on, or out of, Liquidation
Proceeds received in connection with the repurchase of any Mortgage Loan by a
Mortgage Loan Seller for a breach of representation or warranty or for defective
or deficient Mortgage Loan documentation so long as such repurchase is completed
within the 90-day period or such other additional period provided for such
repurchase in this Agreement and the Mortgage Loan Purchase Agreement, the
purchase of any Specially Serviced Mortgage Loan by the Majority Controlling
Class Certificateholder or the Special Servicer or the purchase of all of the
Mortgage Loans and REO Properties in connection with an optional termination of
the Trust Fund pursuant to Section 9.01. If, however, Liquidation Proceeds or
Insurance and Condemnation Proceeds are received with respect to any Corrected
Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee,
such Workout Fee will be payable based on and out of the portion of such
Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute
principal and/or interest on such Mortgage Loan. Notwithstanding anything herein
to the contrary, the Special Servicer shall only be entitled to receive a
Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any
Mortgage Loan. Notwithstanding the foregoing, with respect to any subordinate
Companion Loan, the Liquidation Fee, if any, will be computed as provided in the
related Intercreditor Agreement. Subject to Section 3.11(d), the Special
Servicer will also be entitled to additional fees in the form of Penalty Charges
to the extent provided in subsection (d). The Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts, other than management fees in respect of REO Properties, due and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy
obtained by it insuring against hazard losses pursuant to Section 3.07), if and
to the extent such expenses are not expressly payable directly out of the
Certificate Account or the REO Account, and the Special Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.

            (d) In determining the compensation of the Master Servicer or
Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan
since the prior Distribution Date shall be applied (in such order) to reimburse
(i) the Master Servicer or the Trustee for interest on Advances on such Mortgage
Loan due on such Distribution Date, (ii) the Trust Fund for all interest on
Advances previously paid to the Master Servicer or the Trustee pursuant to
Section 3.05(a)(vi) hereof with respect to such Mortgage Loan and (iii) the
Trust Fund for costs of all additional Trust Fund expenses (other than Special
Servicing Fees), including without limitation, inspections by the Special
Servicer and all unpaid Advances incurred since the Closing Date with respect to
such Mortgage Loan; Penalty Charges remaining thereafter shall be distributed to
the Master Servicer, if and to the extent collected while the Mortgage Loan was
a Non-Specially Serviced Mortgage Loan and to the Special Servicer if and to the
extent collected on such Mortgage Loan during the period such Mortgage Loan was
a Specially Serviced Mortgage Loan.

            Section 3.12 Inspections; Collection of Financial Statements. (a)
The Master Servicer shall perform (at its own expense), or shall cause to be
performed (at its own expense), a physical inspection of each Mortgaged Property
securing a Mortgage Note with a stated Principal Balance of (i) $[________] or
more at least once every [12] months and (ii) less than $[________] at least
once every [24] months, in each case commencing in the calendar year 20[__] (and
each Mortgaged Property shall be inspected on or prior to March 20[__]);
provided, however, that if a physical inspection has been performed by the
Special Servicer in the previous [12] months and the Master Servicer has no
knowledge of a material change in the Mortgaged Property since such physical
inspection, the Master Servicer will not be required to perform or cause to be
performed, such physical inspection; provided, further, that if any scheduled
payment becomes more than [60] days delinquent on the related Mortgage Loan, the
Special Servicer shall inspect or cause to be inspected the related Mortgaged
Property as soon as practicable after such Mortgage Loan becomes a Specially
Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan
remains a Specially Serviced Mortgage Loan. The cost of such inspection by the
Special Servicer shall be an expense of the Trust Fund, reimbursed first from
Penalty Charges actually received from the related Mortgagor and then from the
Certificate Account pursuant to Section 3.05(a)(ii). The Special Servicer or the
Master Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection detailing the condition of the Mortgaged Property
and specifying the existence of (i) any vacancy in the Mortgaged Property that
the preparer of such report deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property of which it has knowledge, (iii) any
adverse change in the condition of the Mortgaged Property that the preparer of
such report deems material, (iv) any visible material waste committed on the
Mortgaged Property and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall deliver a copy of each such
report prepared by the Special Servicer and the Master Servicer, respectively,
to the other, to the Directing Certificateholder and, upon request, to the
Trustee, the Paying Agent and the Rating Agencies within five (5) Business Days
after request (or if such request is received before such report is completed,
within five (5) Business Days after completion of such report). The Paying Agent
shall deliver a copy of each such report to the Controlling Class
Certificateholder upon request and to each Holder of a Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificate, upon request (which such request may state that such items be
delivered until further notice).

            (b) The Special Servicer, in the case of any Specially Serviced
Mortgage Loans, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from
each Mortgagor annual operating statements and rent rolls of the related
Mortgaged Property, financial statements of such Mortgagor and any other reports
required to be delivered under the terms of the Mortgage Loans (and each
Companion Loan), if delivery of such items is required pursuant to the terms of
the related Mortgage.

            (c) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loan shall make reasonable efforts to collect promptly from
each related Mortgagor quarterly and annual operating statements, budgets and
rent rolls of the related Mortgaged Property, and the quarterly and annual
financial statements of such Mortgagor, whether or not delivery of such items is
required pursuant to the terms of the related Mortgage. The Servicer shall not
be required to request such statements more than once if the related Mortgagor
is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the Special Servicer shall cause quarterly and
annual operating statements, budgets and rent rolls to be regularly prepared in
respect of each REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver all such items to the
Master Servicer within five (5) days of receipt and the Master Servicer and the
Special Servicer each shall deliver copies of all the foregoing items so
collected thereby to the Trustee, the Paying Agent, the Directing
Certificateholder and, upon request, to the Depositor and each other, in each
case within 60 days of its receipt thereof, but in no event, in the case of
annual statements, later than June 1 of each year commencing [________], 20[__].
The Paying Agent shall, upon request, deliver copies (in hard copy, electronic
format or make available on its Internet website) of the foregoing items to the
Underwriters, the Trustee, the Rating Agencies, the Controlling Class
Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate
Registrar has confirmed the Ownership Interest in Certificates held thereby, any
Certificate Owner, a copy (or image in suitable electronic media) of each such
report prepared by the Master Servicer or the Special Servicer.

            Within [105] calendar days after the end of each of the first three
calendar quarters (in each year) for the trailing or quarterly information
received, commencing in the quarter ending on [________], 20[__], the Master
Servicer (in the case of the Mortgage Loans that are Non-Specially Mortgage
Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage
Loans) shall deliver to the Paying Agent and the Directing Certificateholder, a
CMSA Operating Statement Analysis Report and a CMSA Financial File for each
Mortgaged Property (in electronic format), prepared using the non-normalized
quarterly and normalized year-end operating statements and rent rolls received
from the related Mortgagor. Beginning in 20[__] for year-end 20[__], within [45]
days after receipt by the Master Servicer, with respect to Non-Specially
Serviced Mortgage Loans, or the Special Servicer with respect to Specially
Serviced Mortgage Loans of any annual operating statements or rent rolls with
respect to any Mortgaged Property or REO Property, or if such date would be
after [________] of any year, then within [30] days after receipt, the Master
Servicer shall, based upon such operating statements or rent rolls received,
prepare (or, if previously prepared, update) the analysis of operations and the
CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report.
Upon the occurrence and continuation of a Servicing Transfer Event, the Master
Servicer shall provide the Special Servicer with all prior CMSA Operating
Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related
Mortgage Loan (including underwritten figures), and the Special Servicer's
obligations hereunder shall be subject to its having received all such reports.
The Master Servicer and Special Servicer shall forward to the other and the
Directing Certificateholder electronically monthly all operating statements and
rent rolls received from any Mortgagor from the prior month. All CMSA Operating
Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be
maintained by the Master Servicer with respect to each Mortgaged Property and
REO Property, and the Master Servicer shall forward copies thereof and the
related operating statements or rent rolls (in each case, promptly following the
initial preparation and each material revision thereof) to the Paying Agent (in
electronic format only), the Directing Certificateholder (and with respect to a
Companion Loan, to the related Companion Holder) and the Special Servicer. The
Paying Agent shall, upon request and to the extent such items have been
delivered to the Paying Agent by the Master Servicer, deliver to the
Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any
Certificateholder or, to the extent the Certificate Registrar has confirmed the
Ownership Interest in the Certificates held thereby, any Certificate Owner, a
copy of such CMSA Operating Statement Analysis Report (or update thereof) and
CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the
related operating statement or rent rolls. The Master Servicer shall maintain a
CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet
with respect to each Mortgaged Property and REO Property.

            (d) At or before 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer and the
Directing Certificateholder the CMSA Special Servicer Loan File with respect to
the Specially Serviced Mortgage Loans and any REO Properties, providing the
information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of such Determination Date, which CMSA
Special Servicer Loan File shall include data, to enable the Master Servicer to
produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan
Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO
Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA
NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.

            (e) Not later than 1:00 p.m. (New York City time) on the P&I Advance
Date, the Master Servicer shall prepare (if and to the extent necessary) and
deliver or cause to be delivered in electronic format to the Paying Agent the
following reports and data files: (i) to the extent the Master Servicer has
received the CMSA Special Servicer Loan File at the time required, the most
recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report,
CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA
REO Status Report, (ii) CMSA Loan Setup File (with respect to the first
Distribution Date), (iii) the most recent CMSA Property File, and CMSA
Comparative Financial Status Report (in each case incorporating the data
required to be included in the CMSA Special Servicer Loan File pursuant to
Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA
Servicer Watch List with information that is current as of such Determination
Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii)
the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later
than 2:00 p.m. (New York City time) two (2) Business Days prior to the
Distribution Date, the Master Servicer shall deliver or cause to be delivered to
the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no
event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the Master Servicer,
or any payments or collections not received by the Master Servicer, as of the
Determination Date.

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

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

            (h) Unless otherwise specifically stated herein, if the Master
Servicer or the Special Servicer is required to deliver any statement, report or
information under any provisions of this Agreement, 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) except with respect to information to be provided to the Paying
Agent and the Directing Certificateholder, making such statement, report or
information available on the Master Servicer's or the Special Servicer's
Internet website, unless this Agreement expressly specifies a particular method
of delivery.

            Section 3.13 [Reserved].

            Section 3.14 [Reserved].

            Section 3.15 Access to Certain Information. Each of the Master
Servicer and the Special Servicer shall provide or cause to be provided to any
Certificateholder or Certificate Owner that is, or is affiliated with, a
federally insured financial institution, the Trustee, the Paying Agent, the
Depositor, each Mortgage Loan Seller, each Rating Agency, the Directing
Certificateholder to the Master Servicer, or to the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, and to each Holder of a Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P
or Class NR Certificate, and to each Companion Holder (solely with respect to
the related AB Mortgage Loan) access to any documentation or information
regarding the Mortgage Loans and related Companion Loans and the Trust Fund
within its control which may be required by this Agreement or by applicable law.
At the election of the Master Servicer or the Special Servicer, such access may
be afforded to such Person identified above by the delivery of copies of
information as requested by such Person and the Master Servicer or the Special
Servicer shall be permitted to require payment (other than from the Directing
Certificateholder of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as
described in the preceding sentence) be afforded without charge 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; provided, however, that Certificateholders and Certificate Owners shall
be required to pay their own photocopying costs and execute a reasonable and
customary confidentiality agreement with respect to such information. The
failure of the Master Servicer or the Special Servicer to provide access as
provided in this Section 3.15 as a result of a confidentiality obligation shall
not constitute a breach of this Section 3.15; provided that nothing in this
paragraph shall provide a basis for not providing to the Directing
Certificateholder any information specifically required to be delivered to it
under the terms of this Agreement. The Master Servicer and the Special Servicer
may each 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. In connection with providing
access to information pursuant to this Section 3.15 to parties other than the
Trustee or the Paying Agent, the Master Servicer and the Special Servicer may
each (i) affix a reasonable disclaimer to any information provided by it for
which it is not the original source (without suggesting liability on the part of
any other party hereto); (ii) affix to any information provided by it a
reasonable statement regarding securities law restrictions on such information
and/or condition access to information on the execution of a reasonable
confidentiality agreement; (iii) withhold access to confidential information or
any intellectual property; and (iv) withhold access to items of information
contained in the Servicing File for any Mortgage Loan if the disclosure of such
items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege.
Notwithstanding any provision of this Agreement to the contrary, the failure of
the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that the Master Servicer or
the Special Servicer, as the case may be, determines, in its reasonable good
faith judgment consistent with the applicable Servicing Standards, that such
disclosure would violate applicable law or any provision of a Mortgage Loan
document or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust Fund or otherwise materially harm the Trust or the Trust Fund.

            Section 3.16 Title to REO Property; REO Account. (a) If title to any
REO Property is acquired, the deed or certificate of sale shall be issued to the
Trustee or a nominee thereof on behalf of the Certificateholders and, if
applicable, on behalf of the Companion Holders. The Special Servicer, on behalf
of the Trust Fund shall sell any REO Property prior to the close of the third
calendar year following the year in which the Trust Fund acquires ownership of
such REO Property, within the meaning of Treasury Regulations Section
1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the
Special Servicer either (i) is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee, the Paying Agent and the Master Servicer an Opinion of Counsel,
addressed to the Trustee, the Paying Agent and the Master Servicer, to the
effect that the holding by the Trust Fund of such REO Property subsequent to the
close of the third calendar year following the year in which such acquisition
occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the
Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail
to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or
Certificate is outstanding. If the Special Servicer is granted the REO Extension
contemplated by clause (i) of the immediately preceding sentence or obtains the
Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer
period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its
being granted the REO Extension contemplated by clause (i) of the second
preceding sentence or its obtaining the Opinion of Counsel contemplated by
clause (ii) of the second preceding sentence, shall be an expense of the Trust
Fund payable out of the Certificate Account pursuant to Section 3.05(a).

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and, if
applicable, on behalf of the Companion Holder(s), as their interest shall
appear, and the Trustee (as holder of the Class A-2FL Regular Interest and
Uncertificated Lower-Tier Interests), for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance
and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in the REO Account may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall give notice to the
Trustee and the Master Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

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

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

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

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

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

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

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

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Master Servicer (subject to
receiving notice from the Special Servicer in accordance with the procedures set
forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer's
Certificate delivered to the Trustee, the Depositor, the Paying Agent and the
Directing Certificateholder) 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 completion of a building or other
            improvement thereon, and then only if more than 10% of the
            construction of such building or other improvement was completed
            before default on the related Mortgage Loan became imminent, all
            within the meaning of Section 856(e)(4)(B) of the Code; or

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

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held for the benefit of the Trust Fund, in which
case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.

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

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

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

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

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

                  (v) the Special Servicer shall be obligated to manage and
            supervise such Independent Contractor in accordance with the
            Servicing Standards.

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

            Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.

            (a) (i) Within thirty (30) days after a Mortgage Loan has become a
Specially Serviced Mortgage Loan with respect to any Defaulted Mortgage Loan,
the Special Servicer shall order an Appraisal (but shall not be required to be
received) and within thirty (30) days of receipt of the Appraisal shall
determine the fair value of such Defaulted Mortgage Loan in accordance with the
Servicing Standards; provided, however, that such determination shall be made
without taking into account any effect the restrictions on the sale of such
Mortgage Loan contained herein may have on the value of such Defaulted Mortgage
Loan; provided, further, that if the Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property, the
Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such
an Appraisal. The Special Servicer may, from time to time, adjust its fair value
determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such
circumstances and new information in accordance with the Servicing Standards,
conducted not less often than every 90 days. The Special Servicer shall notify
the Trustee, the Master Servicer, the Paying Agent and the Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class
(the "Controlling Class Option Holder"), promptly upon its making a fair value
determination and any subsequent adjustment thereto. The Special Servicer shall
also deliver to the Master Servicer, the Rating Agencies and the Controlling
Class Option Holder, the most recent Appraisal of the related Mortgaged Property
then in the Special Servicer's possession, together with such other third-party
reports and other information then in the Special Servicer's possession that the
Special Servicer reasonably believes to be relevant to the fair value
determination with respect to such Mortgage Loan (such materials are,
collectively, the "Determination Information"). If the Special Servicer will not
be determining whether the Option Price represents fair value of the Defaulted
Mortgage Loan, pursuant to the penultimate paragraph of Section 3.18(a)(iv), the
Special Servicer shall also deliver the Determination Information to the
Trustee.

            In determining the fair value of any Defaulted Mortgage Loan, the
Special Servicer shall take into account, among other factors, the period and
amount of the delinquency on such Mortgage 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, and the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property. In addition, the Special Servicer shall refer to the Determination
Information and all other relevant information obtained by it or otherwise
contained in the Mortgage File; provided that the Special Servicer shall take
account of any change in circumstances regarding the related Mortgaged Property
known to the Special Servicer that has occurred subsequent to, and that would,
in the Special Servicer's reasonable judgment, materially affect the value of
the related Mortgaged Property reflected in, the most recent related Appraisal.
Furthermore, the Special Servicer shall consider all 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. The Special Servicer may conclusively rely on the
opinion and reports of Independent third parties in making such determination.

                  (ii) Subject to the terms and conditions of clauses (d) and
            (e) of this Section 3.18, at the time a Mortgage Loan becomes a
            Defaulted Mortgage Loan, the Special Servicer and Controlling Class
            Option Holder (each, together with their assignees, an "Option
            Holder") will have an assignable option (the "Purchase Option") to
            purchase such Defaulted Mortgage Loan from the Trust Fund at a price
            (the "Option Price") equal to (A) if the Special Servicer has not
            yet determined the fair value of such Defaulted Mortgage Loan, the
            sum of (1) the Stated Principal Balance thereof, together with all
            accrued and unpaid interest thereon at the Mortgage Rate, (2) any
            related Yield Maintenance Charge or prepayment premium then payable
            (except if the Purchase Option is exercised by the Controlling Class
            Option Holder), (3) all related Advances for which the Trust Fund or
            the related Master Servicer has not been reimbursed, together with
            all accrued and unpaid interest thereon at the Reimbursement Rate to
            the extent not included in (1) above, and (4) all accrued Special
            Servicing Fees and additional Trust Fund expenses allocable to such
            Defaulted Mortgage Loan whether recovered or unrecovered from the
            related Mortgagor or (B) if the Special Servicer has determined the
            fair value of such Defaulted Mortgage Loan pursuant to clause (i)
            above, an amount at least equal to such fair value. Notwithstanding
            the foregoing, for a period of sixty (60) days after it receives
            notice of the Special Servicer's fair value determination (the
            "Controlling Class Certificateholder's Option Period"), only the
            Purchase Option held by the Controlling Class Option Holder may be
            exercised.

                  Any Option Holder may sell, transfer, assign or otherwise
            convey its Purchase Option with respect to any Defaulted Mortgage
            Loan to any party at any time after the related Mortgage Loan
            becomes a Defaulted Mortgage Loan. The transferor of any Purchase
            Option shall notify the Trustee, the Paying Agent and the Master
            Servicer of such transfer and such notice shall include the
            transferee's name, address, telephone number, facsimile number and
            appropriate contact person(s) and shall be acknowledged in writing
            by the transferee.

                  Each Option Holder's Purchase Option with respect to any
            Defaulted Mortgage Loan, if not exercised, will automatically
            terminate (A) once the related Defaulted Mortgage Loan is no longer
            a Defaulted Mortgage Loan; provided, however, that if such Mortgage
            Loan subsequently becomes a Defaulted Mortgage Loan, the related
            Purchase Option shall again be exercisable, (B) upon the
            acquisition, by or on behalf of the Trust Fund, of title to the
            related Mortgaged Property through foreclosure or deed in lieu of
            foreclosure, (C) upon the modification or pay-off, in full or at a
            discount, of such Defaulted Mortgage Loan in connection with a
            workout or (D) subject to the Master Servicer's determination set
            forth in clause (iv) below, upon another Option Holder's exercise of
            its Purchase Option with respect to the related Mortgage Loan
            becoming effective pursuant to clause (iii) below.

                  (iii) Upon receipt of notice from the Special Servicer
            indicating that a Mortgage Loan has become a Defaulted Mortgage
            Loan, and after the expiration of the Controlling Class
            Certificateholder's Option Period, each Option Holder (whether the
            original grantee of such option or any subsequent transferee) may
            exercise its Purchase Option by providing the Master Servicer, the
            Paying Agent and the Trustee written notice thereof (the "Purchase
            Option Notice"), in the form of Exhibit J, which notice shall
            identify the Person that, on its own or through an Affiliate, will
            acquire the related Mortgage Loan upon closing and shall specify a
            cash exercise price at least equal to the Option Price. The Purchase
            Option Notice shall be delivered in the manner specified in Section
            12.05. Immediately upon receipt of such Purchase Option Notice, the
            Special Servicer shall notify the remaining Option Holders that a
            Purchase Option has been exercised. Within ten (10) days thereafter,
            each remaining Option Holder may submit to the Special Servicer a
            Purchase Option Notice for the related Defaulted Mortgage Loan. Upon
            the expiration of such ten (10) day period, or such sooner time as
            all remaining Option Holders have submitted Purchase Option Notices,
            the Special Servicer shall notify the Option Holder whose Purchase
            Option Notice included the highest exercise price that the exercise
            of its Purchase Option is effective. The Special Servicer shall also
            notify the Trustee of such effective exercise. In the event that
            more than one Option Holder exercises its Purchase Option at the
            same price, the Purchase Option Notice from the Controlling Class
            Option Holder or its assignee or if none, then the first Purchase
            Option Notice received by the Special Servicer shall be effective.
            The exercise of any Purchase Option pursuant to this clause (iii)
            shall be irrevocable; provided that the assignor of the Purchase
            Option shall have no liability to the Trust or any other party
            hereto for the failure of its third party assignee to close the sale
            of the Defaulted Mortgage Loan after its exercise of the option, and
            upon such failure, the Purchase Option shall revert to the Option
            Holder as provided herein as if the Purchase Option had not been
            exercised, and the Special Servicer shall pursue against such
            assignee whatever remedies it may have against the assignee.

                  (iv) If the Special Servicer or any Controlling Class Option
            Holder, or any of their respective Affiliates, is identified in the
            Purchase Option Notice as the Person expected to acquire the related
            Mortgage Loan, and the Option Price is based upon the Special
            Servicer's fair value determination, the Master Servicer shall
            determine as soon as reasonably practicable (and, in any event,
            within thirty (30) days) after the Master Servicer has received the
            written notice and the Determination Information to be provided to
            the Master Servicer by the Special Servicer under Section
            3.18(a)(i), whether the Option Price represents fair value for the
            Defaulted Mortgage Loan; provided that, if the Special Servicer is
            then in the process of obtaining a new Appraisal with respect to the
            related Mortgaged Property, then the Master Servicer shall make its
            fair value determination with respect to such Mortgage Loan as soon
            as reasonably practicable (but in any event within thirty (30) days)
            after the Master Servicer's receipt of such new Appraisal. Such fair
            value determination shall be made in accordance with Servicing
            Standards. In determining the fair value of any Defaulted Mortgage
            Loan, the Master Servicer shall take into account, among other
            factors, the period and amount of the delinquency on such Mortgage
            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, and the time and expense
            associated with a purchaser's foreclosing on the related Mortgaged
            Property. In addition, the Master Servicer shall refer to the
            Determination Information and all other relevant information
            delivered to it by the Special Servicer or otherwise contained in
            the Mortgage File; provided that the Master Servicer shall take
            account of any change in circumstances regarding the related
            Mortgaged Property known to the Master Servicer that has occurred
            subsequent to, and that would, in the Master Servicer's reasonable
            judgment, materially affect the value of the related Mortgaged
            Property reflected in, such appraisal. Furthermore, the Master
            Servicer shall consider all available objective third-party
            information obtained from generally available sources, as well as
            information obtained from vendors providing real estate services to
            the Master 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.
            The Master Servicer may conclusively rely on the opinion and reports
            of Independent third parties in making such determination. The
            Master Servicer shall be entitled to receive out of the Certificate
            Account as additional compensation a reasonable fee, not to exceed
            $[2,500] plus reasonable out-of-pocket costs and expenses, for each
            determination made in accordance with this clause (iv), provided,
            however, with respect to any Mortgage Loan, such fee shall be
            collectible once in any six-month period. The reasonable cost of all
            third party consultants and related reports, including but not
            limited to appraisals, inspection reports and broker opinions of
            value, reasonably incurred by the Master Servicer pursuant to this
            Section 3.18(a)(iv) shall constitute, and be reimbursable as,
            Servicing Advances; provided that the Master Servicer may rely on
            the most current Appraisal and property inspection report obtained
            for the related Mortgaged Property pursuant to Section 3.12. The
            other parties to this Agreement shall cooperate with all reasonable
            requests for information.

                  Notwithstanding anything contained in this clause (iv) to the
            contrary, if the Special Servicer or the Controlling Class Option
            Holder, or any of their respective Affiliates, is identified in the
            Purchase Option Notice as the Person expected to acquire the related
            Mortgage Loan, and the Option Price is based upon the Special
            Servicer's fair value determination, and the Master Servicer and the
            Special Servicer are Affiliates, the Trustee, subject to the
            Directing Certificateholder's reasonable prior written consent,
            which consent shall not be unreasonably withheld, shall designate an
            Independent third party, independent of the Directing
            Certificateholder, to determine whether the Option Price represents
            fair value for the Defaulted Mortgage Loan, in the manner and within
            the time set forth in the first paragraph of this clause (iv). In
            the event that the Trustee is called upon to designate such a third
            party to make such determination, the Trustee will not assume any
            responsibility for such third party's determination which
            determination the Trustee shall be entitled to conclusively rely
            upon. The Trustee may pay such third party a fee of up to $[2,500].
            The reasonable costs of such Independent third party appraisals, all
            inspection reports and broker opinions of value, reasonably incurred
            by the Trustee or any such third party pursuant to this paragraph
            shall be advanced by the Master Servicer and shall constitute, and
            be reimbursable as, Servicing Advances. In connection with the
            Trustee's designating an Independent third party, the Special
            Servicer shall deliver to the Trustee for such Independent third
            party's use the Determination Information.

                  In the event the Master Servicer or any designated third
            party, as applicable, determines that the Option Price is less than
            the fair value of the Defaulted Mortgage Loan, such party shall
            provide its determination, together with all information and reports
            it relied upon in making such determination, to the Special
            Servicer, who may then adjust its fair value determination and,
            consequently, the Option Price, pursuant to Section 3.18(a)(i). The
            Special Servicer shall promptly provide written notice of any
            adjustment of the Option Price to the Option Holder whose Purchase
            Option has been declared effective pursuant to clause (iii) above.
            Upon receipt of such notice, such Option Holder shall have three (3)
            Business Days to (i) accept the Option Price as adjusted and proceed
            in accordance with clause (v) below, or (ii) reject the Option Price
            as adjusted, in which case such Option Holder shall not be obligated
            to close the purchase of the Defaulted Mortgage Loan. Upon notice
            from such Option Holder, or the Special Servicer, that such Option
            Holder rejects the Option Price as adjusted, the Master Servicer and
            the Trustee shall provide the notices described in the second
            paragraph of clause (v) below and thereafter any Option Holder may
            exercise its purchase option in accordance with Section 3.18(a), at
            the Option Price as adjusted.

                  (v) The Option Holder whose Purchase Option is declared
            effective pursuant to clause (iii) above shall be required to pay
            the purchase price specified in its Purchase Option Notice to the
            Master Servicer within ten (10) Business Days of its receipt of the
            Master Servicer's notice confirming that the exercise of its
            Purchase Option is effective. Upon receipt of an Officer's
            Certificate from the Master Servicer specifying the date for closing
            the purchase of the related Defaulted Mortgage Loan, and the
            purchase price to be paid therefor, the Trustee shall deliver at
            such closing for release to or at the direction of such Option
            Holder, 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 by such Option Holder and are
            reasonably necessary to vest in the purchaser or any designee
            thereof the ownership of such Mortgage Loan on a servicing released
            basis. In connection with any such purchase by any Person other than
            it, the Special Servicer shall deliver the related Mortgage File to
            or at the direction of the purchaser. In any case, the Master
            Servicer shall deposit the purchase price (except that portion of
            any purchase price constituting Gain-on-Sale Proceeds which shall be
            deposited in the Gain-on-Sale Reserve Account) into the Certificate
            Account within one (1) Business Day following the closing of the
            sale of the related Defaulted Mortgage Loan.

                  The Master Servicer shall immediately notify the Trustee and
            the Special Servicer upon the holder of the effective Purchase
            Option's failure to remit the purchase price specified in its
            Purchase Option Notice pursuant to this clause (v). Thereafter, the
            Trustee shall notify each Option Holder of such failure and any
            Option Holder may then exercise its purchase option in accordance
            with this Section 3.18(a).

                  (vi) Unless and until the Purchase Option with respect to any
            Defaulted Mortgage Loan is exercised or expires, the Special
            Servicer shall pursue such other resolution strategies with respect
            to such Defaulted Mortgage Loan, including, without limitation,
            workout and foreclosure, as the Special Servicer may deem
            appropriate, consistent with the Asset Status Report and the
            Servicing Standards and the REMIC Provisions; provided, however, the
            Special Servicer shall not sell any Defaulted Mortgage Loan (other
            than in connection with exercise of a related Purchase Option or as
            otherwise permitted in this Section 3.18).

            (b) (i) The Special Servicer may purchase any REO Property (at the
Purchase Price therefor) (in the case of a Loan Pair, such purchase shall be a
purchase of the entire REO Property, including the portion relating to the
Companion Loans). The Special Servicer may also offer to sell to any Person any
REO Property (in the case of a Loan Pair, such sale shall be a sale of the
entire REO Property, including the portion relating to the Companion Loans), if
and when the Special Servicer determines, consistent with the Servicing
Standards, that such a sale would be in the best economic interests of the Trust
Fund and the Companion Holders. The Special Servicer shall give the Trustee, the
Master Servicer, the Paying Agent and the Directing Certificateholder not less
than five (5) Business Days' prior written notice of the Purchase Price and its
intention to (i) purchase any REO Property at the Purchase Price therefor or
(ii) sell any REO Property, in which case the Special Servicer shall accept the
highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by
applicable law, and subject to the Servicing Standards, the Master Servicer, an
Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the
Special Servicer, or an employee of either of them may act as broker in
connection with the sale of any REO Property and may retain from the proceeds of
such sale a brokerage commission that does not exceed the commission that would
have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm's length.

                  In the absence of any such offer, the Special Servicer shall
            accept the highest offer received from any Person that is determined
            by the Special Servicer to be a fair price for such REO Property, if
            the highest bidder is a Person other than an Interested Person, or
            if such price is determined to be such a price by the Trustee, if
            the highest bidder is an Interested Person. Notwithstanding anything
            to the contrary herein, neither the Trustee, in its individual
            capacity, nor any of its Affiliates may make an offer for or
            purchase any REO Property pursuant hereto.

                  The Special Servicer shall not be obligated by either of the
            foregoing paragraphs or otherwise to accept the highest offer if the
            Special Servicer determines, in accordance with the Servicing
            Standards, that rejection of such offer would be in the best
            interests of the Certificateholders. In addition, the Special
            Servicer may accept a lower offer if it determines, in accordance
            with the Servicing Standards, that acceptance of such offer would be
            in the best interests of the Certificateholders (for example, if the
            prospective buyer making the lower offer is more likely to perform
            its obligations, or the terms offered by the prospective buyer
            making the lower offer are more favorable).

                  In determining whether any offer received from an Interested
            Person represents a fair price for any REO Property, the Trustee
            shall obtain and may conclusively rely on the opinion of an
            Independent appraiser or other Independent expert in real estate
            matters retained by the Trustee at the expense of the Trust Fund. In
            determining whether any offer constitutes a fair price for any REO
            Property, the Special Servicer or the Trustee (or, if applicable,
            such appraiser) shall take into account, and any appraiser or other
            expert in real estate matters shall be instructed to take into
            account, as applicable, among other factors, the physical condition
            of such REO Property, the state of the local economy and the Trust
            Fund's obligation to comply with REMIC Provisions.

                  (ii) Subject to the Servicing Standards, the Special Servicer
            shall act on behalf of the Trust Fund and the Companion Holders in
            negotiating and taking any other action necessary or appropriate in
            connection with the sale of any REO Property, including the
            collection of all amounts payable in connection therewith. A sale of
            any REO Property shall be without recourse to, or representation or
            warranty by, the Trustee, the Depositor, the Master Servicer, the
            Special Servicer, the Paying Agent or the Trust Fund (except that
            any contract of sale and assignment and conveyance documents may
            contain customary warranties of title, so long as the only recourse
            for breach thereof is to the Trust Fund) and, if consummated in
            accordance with the terms of this Agreement, none of the Master
            Servicer, the Special Servicer, the Depositor, the Paying Agent nor
            the Trustee shall have any liability to the Trust Fund or any
            Certificateholder or Companion Holder with respect to the purchase
            price therefor accepted by the Special Servicer or the Trustee.

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

            (d) Notwithstanding anything in this Section 3.18 to the contrary,
pursuant to the terms of the related Intercreditor Agreement, the Companion
Holder will have the right to purchase the related AB Mortgage Loan, as
applicable, or related REO Property. With respect to each AB Mortgage Loan, such
right of the Companion Holder shall be given priority over any provision
described in this Section 3.18, subject, to the extent applicable, to any rights
of a mezzanine lender as set forth in Section 3.18(e). If the AB Mortgage Loan
or REO Property is purchased by the Companion Holder, repurchased by the
applicable Mortgage Loan Seller or otherwise ceases to be subject to this
Agreement, the related Companion Loan will no longer be subject to this
Agreement. None of the Trustee, the Paying Agent, the Master Servicer nor the
Trust Fund shall acquire a Companion Loan.

            (e) Notwithstanding anything in this Section 3.18 to the contrary,
any mezzanine lender will have the right to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related
mezzanine intercreditor agreement.

            (f) In the event the Master Servicer or the Special Servicer has the
right to purchase any Companion Loan on behalf of the Trust pursuant to the
related Intercreditor Agreement, neither the Master Servicer nor the Special
Servicer shall exercise such right.

            Section 3.19 Additional Obligations of Master Servicer and Special
Servicer. (a) The Master Servicer shall deliver all Compensating Interest
Payments to the Paying Agent for deposit in the Distribution Account on each P&I
Advance Date, without any right of reimbursement therefor.

            (b) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Intercreditor Agreement.

            (c) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the
Mortgage Loans deposited in the Certificate Account and available for
distribution on the next Distribution Date, the Master Servicer or the Trustee,
each at its own option and in its sole discretion, as applicable, instead of
obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to
refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then current
Determination Date, for successive one-month periods for a total period not to
exceed 12 months and any election to so defer shall be deemed to be in
accordance with the Servicing Standard. If the Master Servicer (or the Trustee)
makes such an election at its sole option and 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 in the subsequent collection period (subject, again, to the same
sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable 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 or portion thereof during
the one month collection period ending on the related Determination Date for any
Distribution Date, the Master Servicer (or the Trustee) shall further be
authorized to wait for principal collections on the Mortgage Loans to be
received before making its determination of whether to refrain from the
reimbursement of a particular Nonrecoverable Advance or portion thereof) until
the end of such collection period; provided, however, if, at any time the Master
Servicer or the Trustee, as applicable, elects not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a
Nonrecoverable Advance during a one-month collection period will exceed the full
amount of the principal portion of general collections deposited in the
Collection Account for such Distribution Date, then the Master Servicer or the
Trustee, as applicable, shall use its reasonable efforts to give Moody's and
Fitch 15 days' notice of such determination, unless extraordinary circumstances
make such notice impractical. Nothing herein shall give the Master Servicer or
the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any related principal collections then available in the Certificate
Account pursuant to Section 3.05(a)(v).

            The foregoing shall not, however, 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
section or to comply with the terms of this section and the other provisions of
this Agreement that apply once such an election, if any, has been made. If the
Master Servicer or the Trustee, as applicable, determines, in its sole
discretion, that its ability to fully recover the Nonrecoverable Advances has
been compromised, then the Master Servicer or the Trustee, as applicable, shall
be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Reimbursement Rate from all amounts in the Certificate Account
for such Distribution Date (deemed first from principal and then interest). 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 collection periods shall not limit the accrual of interest at
the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer's
or the Trustee's, as applicable, agreement to defer reimbursement of such
Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of
the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the
Certificateholders a right to prior payment of distributions over the Master
Servicer's or the Trustee's, as applicable, right to reimbursement for Advances
(deferred or otherwise). In all events, the decision to defer reimbursement or
to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be
in accordance with the Servicing Standard and 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 Companion Holders for
any such election that such party makes as contemplated by this section or for
any losses, damages or other adverse economic or other effects that may arise
from such an election.

            Section 3.20 Modifications, Waivers, Amendments and Consents. (a)
Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this
Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 6.07 but subject
to any other conditions set forth thereunder, and, with respect to an AB
Mortgage Loan, subject to the rights of the related Companion Holder to advise
the Master Servicer with respect to, or consent to, a modification, waiver or
amendment pursuant to the terms of the related Intercreditor Agreement, the
Master Servicer shall not modify, waive or amend a Mortgage Loan and/or a
Companion Loan without the prior written consent of the Special Servicer;
provided that, the Master Servicer shall forward to the Special Servicer
requests to extend the maturity date of a Mortgage Loan and/or Companion Loan
that is not a Specially Serviced Mortgage Loan, and the Special Servicer may
approve such request, provided, further, that except as provided in the
following sentence, no such extension entered into pursuant to this Section
3.20(a) shall extend the Maturity Date beyond the earlier of (i) two years prior
to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan
secured by a leasehold estate and not also the related fee interest, the date
twenty years or, to the extent consistent with the Servicing Standards giving
due consideration to the remaining term of the ground lease, ten years, prior to
the expiration of such leasehold estate. If such extension would extend the
Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve
months from and after the original Maturity Date of such Mortgage Loan and/or
Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or
default with respect thereto is not reasonably foreseeable, the Master Servicer
must provide the Trustee, the Special Servicer and the Directing
Certificateholders with an Opinion of Counsel (at the expense of the related
Mortgagor) that such extension would not constitute a "significant modification"
of the Mortgage Loan and/or Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b). Notwithstanding the foregoing, the Master
Servicer, with respect to Non-Specially Serviced Mortgage Loans without the
consent of the Special Servicer, may modify or amend the terms of any Mortgage
Loan and/or Companion Loan in order to (i) cure any ambiguity or mistake therein
or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error, provided that, if the
Mortgage Loan and/or Companion Loan is not in default or default with respect
thereto is not reasonably foreseeable, such modification or amendment would not
be a "significant modification" of the Mortgage Loan and/or Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b).

            Subject to Section 6.07 herein, applicable law and the Mortgage Loan
or Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion
thereof) for one or more other parcels of real property at any time the Mortgage
Loan and/or Companion Loan is not in default pursuant to the terms of the
related Mortgage Loan and/or Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the Master Servicer or the
Special Servicer, as applicable, obtains from each Rating Agency (and delivers
to the Directing Certificateholder) a written confirmation that such
substitution will not cause a downgrade, qualification or withdrawal of the then
current rating assigned to any of the Certificates and (ii) either (a) such
substitution is at the unilateral option of the Mortgagor or otherwise occurs
automatically pursuant to the terms of the Mortgage Loan in effect on the
Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b)
it has received an Opinion of Counsel to the effect that such substitution would
not be a "significant modification" of the Mortgage Loan and/or Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b).

            (b) If the Special Servicer determines that a modification, waiver
or amendment (including, without limitation, the forgiveness or deferral of
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan and/or Companion Loan or otherwise, the release of collateral
or the pledge of additional collateral) of the terms of a Specially Serviced
Mortgage Loan with respect to which a payment default or other material default
has occurred or a payment default or other material default is, in the Special
Servicer's judgment, reasonably foreseeable (as evidenced by an Officer's
Certificate of the Special Servicer), is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) to the Trust and, if applicable, the Companion
Holders as the holders of such Companion Loans than liquidation of such
Specially Serviced Mortgage Loan, then the Special Servicer may agree to a
modification, waiver or amendment of such Specially Serviced Mortgage Loan,
subject to (x) the provisions of this Section 3.20(b) and Section 3.20(c), (y)
the approval of the Directing Certificateholder as provided in Section 3.21 and
(z) with respect to an AB Mortgage Loan, the rights of the related Companion
Holder to advise the Special Servicer with respect to, or consent to, such
modification, waiver or amendment pursuant to the terms of the related
Intercreditor Agreement.

            The Special Servicer shall use its reasonable efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would extend the maturity date of any such
Specially Serviced Mortgage Loan to a date occurring later than the earlier of
(a) two years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Mortgage Loan is secured by a leasehold estate and not also
the related fee interest, the date occurring twenty years or, to the extent
consistent with the Servicing Standards giving due consideration to the
remaining term of the ground lease, with the consent of the Directing
Certificateholder, ten years prior to the expiration of such leasehold estate.

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

            (d) The Special Servicer may not waive, modify or amend (or consent
to waive, modify or amend) any provision of a Mortgage Loan or Companion Loan
that is not in default or as to which default is not reasonably foreseeable
except for (1) the waiver of any due-on-sale clause or due-on-encumbrance clause
to the extent permitted in this Agreement, and (2) any waiver, modification or
amendment more than three months after the Closing Date that the Special
Servicer determines (which determination shall be based on an Opinion of Counsel
delivered to the Trustee (which shall be obtained at the expense of the related
Mortgagor or such other Person requesting such modification or, if such expense
cannot be collected from the related Mortgagor or such other person, to be paid
out of the Certificate Account pursuant to Section 3.05(a))) would not be a
"significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).

            (e) In the event of a modification that creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates or
the Class A-2FL Regular Interest pursuant to Section 4.06.

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

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

            (h) Each of the Master Servicer and the Special Servicer shall
notify the Rating Agencies, the Trustee, the Directing Certificateholder and
each other in writing of any modification, waiver or amendment of any term of
any Mortgage Loan or Companion Loan and the date thereof, and shall deliver to
the Trustee or the related Custodian for deposit in the related Mortgage File,
an original counterpart of the agreement relating to such modification, waiver
or amendment, promptly (and in any event within 10 Business Days) following the
execution thereof. Following receipt of the Master Servicer's or the Special
Servicer's, as applicable, delivery of the aforesaid modification, waiver or
amendment to the Paying Agent, the Paying Agent shall forward a copy thereof to
each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class P and Class NR Certificate upon request.

            (i) [RESERVED].

            (j) Notwithstanding the foregoing, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan unless such
defeasance complies with Treasury Regulations Section 1.860G2(a)(8) and the
Master Servicer or the Special Servicer, as applicable, has received (i) a
certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all
payments of interest and principal (including payments at maturity) on such
Mortgage Loan in compliance with the requirements of the terms of the related
Mortgage Loan documents and, if applicable, Companion Loan documents, (ii) one
or more Opinions of Counsel (at the expense of the related Mortgagor) to the
effect that the Trustee, on behalf of the Trust Fund, will have a first priority
perfected security interest in such substituted Mortgaged Property; provided,
however, that, to the extent consistent with the related Mortgage Loan documents
and, if applicable, Companion Loan documents, the related Mortgagor shall pay
the cost of any such opinion as a condition to granting such defeasance, (iii)
to the extent consistent with the related Mortgage Loan documents, the Mortgagor
shall establish a single purpose entity to act as a successor Mortgagor, if so
required by the Rating Agencies, (iv) to the extent permissible under the
related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer or Special Servicer, as applicable shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance,
including but not limited to the cost of maintaining any successor Mortgagor and
(v) to the extent permissible under the Mortgage Loan documents and, if
applicable, Companion Loan documents, the Master Servicer or Special Servicer,
as applicable shall obtain, at the expense of the related Mortgagor, written
confirmation from the Rating Agencies that such defeasance will not cause the
downgrade, withdrawal or modification of the then current ratings of the
Certificates; provided, however, that (a) the Master Servicer or Special
Servicer, as applicable shall not be required to obtain such written
confirmation from Fitch unless such Mortgage Loan (or Mortgage Loans if the
single purpose entity established pursuant to clause (iii) above holds assets
for more than one Mortgagor) at the time of such defeasance is (A) not one of
the ten largest Mortgage Loans by Stated Principal Balance, (B) a Mortgage Loan
with a Cut off Date Principal Balance less than $20,000,000 and (C) a Mortgage
Loan that represents less than 5% of the Cut-off Date Principal Balance of all
Mortgage Loans and (b) the Master Servicer or Special Servicer, as applicable
shall not be required to obtain the Moody's confirmation referenced in clause
(v) above with respect to any Mortgage Loan which has a Stated Principal Balance
less than $[20,000,000] and represents less than [5]% of the Stated Principal
Balance of all the Mortgage Loans, so long as such Mortgage Loan is not one of
the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the
foregoing, in the event that requiring the Mortgagor to pay for the items
specified in clauses (ii), (iv) and (v) in the preceding sentence would be
inconsistent with the related Mortgage Loan documents, such costs shall be paid
by the related Mortgage Loan Seller as set forth in the first paragraph of
Section 2.03(b) as a Trust Fund expense.

            (k) Notwithstanding anything herein or in the related Mortgage Loan
documents and, if applicable, Companion Loan documents to the contrary, the
Master Servicer or the Special Servicer may permit the substitution of
"government securities," within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section
1.860G-2(a)(8) for any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan, as applicable (or any portion thereof), in lieu of the
defeasance collateral specified in the related Mortgage Loan or Companion Loan
documents; provided that the Master Servicer or the Special Servicer reasonably
determines that allowing their use would not cause a default or event of default
to become reasonably foreseeable and the Master Servicer or the Special Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the extent
permitted under the Mortgage Loan documents and, if applicable, Companion Loan
documents) to the effect that such use would not be and would not constitute a
"significant modification" of such Mortgage Loan or Companion Loan pursuant to
Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an
Adverse REMIC Event with respect to any REMIC; provided further that the
requirements set forth in Section 3.20(j) (including the ratings confirmations)
are satisfied; and provided further that such securities are backed by the full
faith and credit of the United States government, or the Master Servicer or the
Special Servicer shall obtain a written confirmation of each Rating Agency that
the use of such securities will not result in the downgrade, withdrawal or
qualification of the then current ratings of any Class of Certificates
outstanding.

            (l) If required under the related Mortgage Loan or Companion Loan
documents or if otherwise consistent with the Servicing Standards, the Master
Servicer shall establish and maintain one or more accounts (the "Defeasance
Accounts"), which shall be Eligible Accounts, into which all payments received
by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such
Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan
documents. Notwithstanding the foregoing, in no event shall the Master Servicer
permit such amounts to be maintained in the Defeasance Account for a period in
excess of 90 days, unless such amounts are reinvested by the Master Servicer in
"government securities," within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section
1.860G-2(a)(8). To the extent not required or permitted to be placed in a
separate account, the Master Servicer shall deposit all payments received by it
from defeasance collateral substituted for any Mortgaged Property into the
Certificate Account and treat any such payments as payments made on the Mortgage
Loan or Companion Loan in advance of its Due Date in accordance with clause
(a)(i) of the definition of Available Distribution Amount, and not as a
prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer permit
such amounts to be maintained in the Certificate Account for a period in excess
of 365 days (or 366 days in the case of a leap year).

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Mortgage Loan or
Companion Loan, the Master Servicer or the Special Servicer, as applicable,
shall promptly give notice to the Master Servicer or the Special Servicer, as
applicable, and the Directing Certificateholder thereof, and the Master Servicer
shall deliver 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
Mortgage Loan and, if applicable, the related Companion Loan, either in the
Master Servicer's possession or otherwise 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 5 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 such Mortgage Loan and, if applicable, the related
Companion Loan(s) until the Special Servicer has commenced the servicing of such
Mortgage Loan and, if applicable, the related Companion Loan. The Master
Servicer shall deliver to the Trustee, the Paying Agent and the Directing
Certificateholder a copy of the notice of such Servicing Transfer Event provided
by the Master Servicer to the Special Servicer, or by the Special Servicer to
the Master Servicer, pursuant to this Section. The Paying Agent shall deliver to
each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer pursuant to this Section.

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

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

            (c) Notwithstanding the provisions of Section 3.12(d), the Master
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and Companion Loans and REO Properties and
shall provide the Special Servicer with any information in its possession with
respect to such records to enable the Special Servicer to perform its duties
under this Agreement, provided that this statement shall not be construed to
require the Master Servicer to produce any additional reports.

            (d) No later than 60 days after a Servicing Transfer Event for a
Mortgage Loan and, if applicable, the Companion Loan, the Special Servicer shall
deliver to the Master Servicer, each Rating Agency, the Trustee, the Paying
Agent and the Directing Certificateholder, if applicable, a report (the "Asset
Status Report") with respect to such Mortgage Loan or Companion Loan and the
related Mortgaged Property; provided, however, the Special Servicer shall not be
required to deliver an Asset Status Report to the Directing Certificateholder if
they are the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable based on the information that
was delivered to the Special Servicer in connection with the transfer of
servicing pursuant to the Servicing Transfer Event:

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

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

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

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

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

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

            If within ten Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standards
or the terms of the applicable Mortgage Loan documents. If the Directing
Certificateholder disapproves such Asset Status Report within 10 Business Days
of receipt, the Special Servicer will revise such Asset Status Report and
deliver to the Directing Certificateholder, the Rating Agencies, the Trustee 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(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset
Status Report in writing within ten (10) Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes one of the
determinations described below. Notwithstanding the foregoing, in the event the
Directing Certificateholder and the Special Servicer have been unable to agree
upon an Asset Status Report with respect to a Specially Serviced Mortgage Loan
within 90 days, of the Directing Certificateholder's receipt of the initial
Asset Status Report, the Special Servicer, subject to the rights of the related
Companion Holder pursuant to the related Intercreditor Agreement, if applicable,
shall implement the actions described in the most recent Asset Status Report
submitted to the Directing Certificateholder by the Special Servicer. The
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a ten (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 or, if a Loan Pair is
involved, the Companion Holder, and it has made a reasonable effort to contact
the Directing Certificateholder and (ii) in any case, shall determine whether
such affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standards. The approval or
disapproval of an Asset Status Report by the Directing Certificateholder.

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

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

            (e) Upon receiving notice of (i) the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without
regard to the 45 day period set forth therein), or (ii) the request by a
Mortgagor for the amendment or modification of a Mortgage Loan or Companion Loan
which is not a Specially Serviced Mortgage Loan for which the Special Servicer
is responsible for such amendment or modification pursuant to Section 3.08 and
Section 3.20, the Master Servicer shall with reasonable promptness give notice
thereof, and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Mortgage Loan or Companion Loan and
reasonably requested by the Special Servicer to enable it to negotiate with the
related Mortgagor and prepare for any such proceedings. The Master Servicer
shall use its reasonable efforts to comply with the preceding sentence within 5
Business Days of the occurrence of each such 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 hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this
Agreement in all material respects and requires the Sub-Servicer to comply with
all of the applicable conditions of this Agreement; (ii) provides that if the
Master Servicer shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of an Event of Default), the Trustee
or its designee shall thereupon assume all of the rights and, except to the
extent they arose prior to the date of assumption, obligations of the Master
Servicer under such agreement, or, alternatively, may act in accordance with
Section 7.02 hereof under the circumstances described therein (subject to
Section 3.22(g) hereof); (iii) provides that the Trustee for the benefit of the
Certificateholders, the related Companion Holder (if applicable) and the Trustee
(as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier
Interests) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes
the obligations of the Master Servicer thereunder as contemplated by the
immediately preceding clause (ii)) none of the Trust Fund, the Trustee, the
Paying Agent, the Special Servicer, any successor Master Servicer or any
Certificateholder (or the related Companion Holder, if applicable) shall have
any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee
or its designees as contemplated by Section 3.22(g) hereof and in such
additional manner as is provided in such Sub-Servicing Agreement; (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund and (vi) does not permit the
Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master
Servicer is permitted hereunder to modify such Mortgage Loan. Any successor
Master Servicer hereunder shall, upon becoming successor Master Servicer, be
assigned and shall assume any Sub-Servicing Agreements from the predecessor
Master Servicer (subject to Section 3.22(g) hereof). In addition, each
Sub-Servicing Agreement entered into by the Master Servicer may but need not
provide that the obligations of the Sub-Servicer thereunder shall terminate with
respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Mortgage Loan; provided, however, that the
Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) that the
Sub-Servicer will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect to Specially
Serviced Mortgage Loans and continue to collect its Primary Servicing Fees as if
no Servicing Transfer Event had occurred and with respect to REO Properties (and
the related REO Loans) as if no REO Acquisition had occurred and to render such
incidental services with respect to such Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for in such Sub-Servicing Agreement.
The 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. References in
this Agreement to actions taken or to be taken by the Master Servicer include
actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
and, in connection therewith, all amounts advanced by any Sub-Servicer (if the
Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the Master Servicer hereunder
to make Advances shall be deemed to have been advanced by the Master Servicer
out of its own funds and, accordingly, in such event, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Master Servicer and such
Sub-Servicer as may be provided (if at all) pursuant to the terms of the
Sub-Servicing Agreement. 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, except that the Master Servicer need not provide such notice
as to the Initial Sub-Servicing Agreements.

            (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 to the extent
necessary to ensure the enforceability of the related Mortgage Loans or the
compliance with its obligations under the Sub-Servicing Agreement and the Master
Servicer's obligations under this Agreement.

            (c) As part of its servicing activities hereunder, the Master
Servicer for the benefit of the Trustee and the Certificateholders, shall (at no
expense to the Trustee, the Certificateholders or the Trust Fund) monitor the
performance and enforce the obligations of each Sub-Servicer under the related
Sub-Servicing Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Sub-Servicing Agreements in
accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as is in accordance with the Servicing Standards. 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.

            (d) In the event the Trustee or its designee becomes successor
Master Servicer and assumes 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 Mortgage Loans and, if applicable, Companion
Loans then being serviced thereunder and an accounting of amounts collected and
held on behalf of it thereunder, and otherwise use reasonable efforts to effect
the orderly and efficient transfer of the Sub-Servicing Agreement to the
assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement
and this Section 3.22, the Master Servicer shall remain obligated and
responsible to the Trustee, the Special Servicer, holders of the Companion Loans
serviced hereunder and the Certificateholders for the performance of its
obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone
were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and
when due from its own funds. In no event shall the Trust Fund bear any
termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer's termination under any Sub-Servicing Agreement.

            (f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such
Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held
liable for any negligence, and shall be indemnified by the Sub-Servicer, with
respect to, or misuse of, any such power of attorney by a Sub-Servicer, and
provided further that the use of such power of attorney by a Sub-Servicer is
subject to the last sentence of Section 3.01(b).

            (g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Master Servicer, the Trustee
or such successor Master Servicer shall have the right to terminate such
Sub-Servicing Agreement with or without cause and without a fee. Notwithstanding
the foregoing or any other contrary provision in this Agreement, the Trustee and
any successor Master Servicer shall assume each Initial Sub-Servicing Agreement
and (i) the Initial Sub-Servicer's rights and obligations under the Initial
Sub-Servicing Agreement shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that the Initial
Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor Master Servicer, including, without limitation,
the Trustee (if it assumes the servicing obligations of the Master Servicer)
shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement without further action upon becoming the successor
Master Servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer
hereunder and/or under the Initial Sub-Servicing Agreement, without the prior
written consent of the Initial Sub-Servicer (which consent shall not be
unreasonably withheld).

            (h) With respect to Mortgage Loans subject to a Sub-Servicing
Agreement, the Special Servicer shall, to the extent required, remit amounts,
deliver reports and information, and afford access to facilities and information
to the related Sub-Servicer that would be required to be remitted, delivered or
afforded, as the case may be, to the Master Servicer pursuant to the terms
hereof (and within the same period of time required herein), within a sufficient
period of time to allow the Sub-Servicer to fulfill its obligations under such
Sub-Servicing Agreement and in no event later than 1 Business Day prior to the
applicable Determination Date (or such other date as specified herein).

            (i) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not enter into any sub-servicing agreement which provides
for the performance by third parties of any or all of its obligations herein.

            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 Paying Agent and the Special Servicer, 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;

                  (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, will not (A) violate the
            Master Servicer's organizational documents, (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 instrument to which it is a party or
            which is applicable to it or any of its assets or (C) violate any
            law, rule, regulation, order, judgment or decree to which the Master
            Servicer or its property is subject, which, in the case of either
            (B) or (C), is likely to materially and adversely affect either the
            ability of the Master Servicer to perform its obligations under this
            Agreement or its financial condition;

                  (iii) The Master Servicer has the full power and authority to
            enter into and consummate all transactions to be performed by it
            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 the Trustee, the Special Servicer, the Paying Agent and
            the Depositor, constitutes a valid, legal and binding obligation of
            the Master Servicer, enforceable against the Master Servicer in
            accordance with the terms hereof, subject to (A) applicable
            bankruptcy, insolvency, reorganization, receivership, 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 Master 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, 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 Master
            Servicer's good faith and reasonable judgment, is likely to
            materially and adversely affect either the ability of the Master
            Servicer to perform its obligations under this Agreement or the
            financial condition of the Master Servicer;

                  (vi) No litigation is pending or, to the best of the Master
            Servicer's knowledge, threatened against the Master Servicer, the
            outcome of which, in the Master Servicer's good faith and reasonable
            judgment, could reasonably be expected to prohibit the Master
            Servicer from entering into this Agreement or materially and
            adversely affect the ability of the Master Servicer to perform its
            obligations under this Agreement;

                  (vii) The Master Servicer has errors and omissions insurance
            coverage which is in full force and effect and complies with the
            requirements of Section 3.07 hereof;

                  (viii) No consent, approval, authorization or order,
            registration, filing with or notice to any governmental authority or
            court is required under federal or state law, for the execution,
            delivery and performance by the Master Servicer, or compliance by
            the Master Servicer with, this Agreement or the consummation of any
            transactions of the Master Servicer contemplated hereby, other than
            (A) such consents, approvals, authorizations, qualifications,
            registrations, filings or notices as have been obtained or made or
            can be obtained prior to the actual performance by the Master
            Servicer of its obligations under this Agreement, or (B) which, if
            not obtained, the lack of such consent, approval, authorization,
            qualification, registration, filing or notice would not have a
            material adverse effect on the performance by the Master Servicer
            under this Agreement; and

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

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer. (a) The Special Servicer hereby represents, warrants and
covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, the Depositor, the Paying Agent and the Master Servicer, as
of the Closing Date, that:

                  (i) The Special Servicer is a corporation, duly organized,
            validly existing and in good standing under the laws of the State of
            Florida, 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, does not (A) violate the
            Special Servicer's articles 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 which is applicable to it or any of its
            assets, or (C) violate any law, rule, regulation, order, judgment or
            decree to which the Special Servicer or its property is subject,
            which, in the case of either (B) or (C), is likely to materially and
            adversely affect either the ability of the Special Servicer to
            perform its obligations under this Agreement or its financial
            condition;

                  (iii) The Special Servicer has the full power and authority to
            enter into and consummate all transactions to be performed by it
            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 the Trustee, the Master Servicer, the Paying Agent and
            the Depositor, constitutes a valid, legal and binding obligation of
            the Special Servicer, enforceable against the Special Servicer in
            accordance with the terms hereof, subject (A) to applicable
            bankruptcy, insolvency, reorganization, receivership, 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 default with respect to any
            law, any order or decree of any court, or any order, regulation or
            demand of any federal, state, local or governmental agency, which
            default, in the Special Servicer's reasonable judgment is likely to
            materially and adversely affect the financial condition or
            operations of the Special Servicer or its properties taken as a
            whole or its ability to perform its duties and obligations
            hereunder;

                  (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 could reasonably be expected to materially and adversely
            affect the ability of the Special Servicer to perform its
            obligations under this Agreement;

                  (vii) Each officer, manager or employee of the Special
            Servicer that has or, following the occurrence of a Servicing
            Transfer Event, would have responsibilities concerning the servicing
            and administration of Mortgage Loans is covered by errors and
            omissions insurance in the amounts and with the coverage required by
            Section 3.07(c);

                  (viii) No consent, approval, authorization or order of any
            court or governmental agency or body under federal or state law 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 of the Special Servicer
            contemplated by this Agreement, except for any consent, approval,
            authorization or order which has been obtained or can be obtained
            prior to the actual performance by the Special Servicer of its
            obligations under this Agreement, and which, if not obtained would
            not have a materially adverse effect on the ability of the Special
            Servicer to perform its obligations hereunder; and

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

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.25 Interest Reserve Account. (a) On each P&I Advance Date
relating to any Interest Accrual Period ending in any January and on any P&I
Advance Date which occurs in a year which is not a leap year relating to any
Interest Accrual Period ending in any December, the Paying Agent, in respect of
the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account,
an amount equal to one day's interest on the Stated Principal Balance of the
Interest Reserve Loans as of the Due Date occurring in the month preceding the
month in which such P&I Advance Date occurs at the related 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 consecutive February and January, "Withheld
Amounts").

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

            Section 3.26 Excess Interest Distribution Account. Prior to the
applicable Distribution Date, the Master Servicer is required to remit to the
Paying Agent for deposit into the Excess Interest Distribution Account an amount
equal to the Excess Interest received during the related Due Period.

            Section 3.27 Directing Certificateholder Contact with Master
Servicer. No less often than on a monthly basis, each of the Master Servicer and
the Special Servicer shall, without charge, make a knowledgeable Servicing
Officer via telephone available to verbally answer questions from the Directing
Certificateholder regarding the performance and servicing of the Mortgage Loans
and/or REO Properties for which the Master Servicer or the Special Servicer, as
the case may be, is responsible.

            Section 3.28 Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a)
Each Controlling Class Certificateholder is hereby deemed to have agreed by
virtue of its purchase of a Certificate to provide its name and address to the
Paying Agent and to notify the Master Servicer, the Paying Agent and Special
Servicer of the transfer of any Certificate of a Controlling Class, the
selection of a Directing Certificateholder or the resignation or removal
thereof. The Directing Certificateholder is hereby deemed to have agreed by
virtue of its purchase of a Certificate to notify the Master Servicer, Special
Servicer and Paying Agent when such Certificateholder is appointed Directing
Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it
shall be the Directing Certificateholder.

            (b) Once a Directing Certificateholder has been selected, each of
the Master Servicer, the Special Servicer, the Depositor, the Trustee, the
Paying Agent and each other Certificateholder (or Certificate Owner, if
applicable) shall be entitled to rely on such selection unless a majority of the
Controlling Class Certificateholders, by Certificate Balance, or such Directing
Certificateholder shall have notified the Master Servicer, Special Servicer, the
Trustee, the Paying Agent and each other Controlling Class Certificateholder, in
writing, of the resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Paying Agent shall request the Controlling Class
Certificateholders to select a new Directing Certificateholder.

            (c) Until it receives notice to the contrary each of the Master
Servicer and the Trustee shall be entitled to rely on the most recent
notification with respect to the identity of the Controlling Class
Certificateholder, and the Directing Certificateholder.

            (d) Upon request, the Paying Agent shall deliver to the Trustee, the
Special Servicer and the Master Servicer a list of each Controlling Class
Certificateholder and the Directing Certificateholder, including names and
addresses. In addition to the foregoing, within two (2) Business Days of
receiving notice of the selection of a new Directing Certificateholder or the
existence of a new Controlling Class Certificateholder, the Paying Agent shall
notify the Trustee, the Master Servicer and the Special Servicer.
Notwithstanding the foregoing, Citigroup Property Investors shall be the initial
Directing Certificateholder and shall remain so until a successor is appointed
pursuant to the terms of this Agreement. Until it receives notice to the
contrary, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee shall be entitled to rely on the preceding sentence with respect to the
identity of the Directing Certificateholder.

            (e) If at any time a Book-Entry Certificate belongs to a Controlling
Class, the Paying Agent shall notify the related Certificateholders (through the
Depository) of such event.

            (f) Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of
one or more Classes of Certificates; (ii) the Directing Certificateholder may
act solely in the interests of the Holders of the Controlling Class; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders
of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders
of the Controlling Class over the interests of the Holders of one or more other
Classes of Certificates; and (v) the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.

            (g) All requirements of the Master Servicer and the Special Servicer
to provide notices, reports, statements or other information (including the
access to information on a website) provided to the Directing Certificateholder
contained in this Agreement shall also apply to each Companion Holder with
respect to information relating to the related AB Mortgage Loan.

            (h) Until it receives notice to the contrary, each of the Master
Servicer, the Special Servicer, the Paying Agent and the Trustee shall be
entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.

            Section 3.29 Intercreditor Agreements. Each of the Master Servicer
and Special Servicer acknowledges and agrees that each Loan Pair being serviced
under this Agreement and each Mortgage Loan with mezzanine debt is subject to
the terms and provisions of the related intercreditor agreement and each agrees
to service each such Loan Pair and each Mortgage Loan with mezzanine debt in
accordance with the related intercreditor agreement and this Agreement,
including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related intercreditor agreement
and, in the event of any conflict, the related intercreditor agreement shall
govern. Notwithstanding anything contrary in this Agreement, each of the Master
Servicer and Special Servicer agrees not to take any action with respect to a
Loan Pair or the related Mortgaged Property without the prior consent of the
related Companion Holder to the extent that the related intercreditor agreement
provides that such Companion Holder is required to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each
Companion Holder and mezzanine lender has the right to purchase the related AB
Mortgage Loan in each case pursuant to the terms and conditions of the related
intercreditor agreement.

            Neither the Master Servicer nor the Special Servicer shall have any
liability for any cost, claim or damage that arises from any entitlement in
favor of a Companion Holder under the related Intercreditor Agreement or
conflict between the terms of this Agreement and the terms of such Intercreditor
Agreement. Notwithstanding any provision of any Intercreditor Agreement that may
otherwise require the Master Servicer or the Special Servicer to abide by any
instruction or direction of a Companion Holder, neither the Master Servicer nor
the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or
would constitute a Nonrecoverable Advance. In no event shall any expense arising
from compliance with an Intercreditor Agreement constitute an expense to be
borne by the Master Servicer or Special Servicer for its own account without
reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder unless
such Companion Holder has delivered notice of its identity and contact
information to each of the parties to this Agreement (upon which notice each of
the parties to this Agreement shall be conclusively entitled to rely). As of the
Closing Date, the contact information for the Companion Holders is set forth in
Section 12.05 under this Agreement. In no event shall the Master Servicer or the
Special Servicer be required to consult with or obtain the consent of a new
Directing Certificateholder or a new Controlling Class Certificateholder if the
Paying Agent has not delivered notice to the Master Servicer or the Special
Servicer as required under Section 3.28(d).

            No direction or disapproval of the Companion Holders shall (a)
require or cause the Master Servicer or Special Servicer to violate the terms of
a Mortgage Loan, applicable law or any provision of this Agreement, including
the Master Servicer's or Special Servicer's obligation to act in accordance with
the Servicing Standards and to maintain the REMIC status of each of the
Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the imposition of a
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) materially expand the scope of the Special Servicer's,
Trustee's or the Master Servicer's responsibilities under this Agreement.

            Section 3.30 Companion Paying Agent. (a) The Master Servicer shall
be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes
to perform such duties and only such duties as are specifically set forth
herein.

            (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement. The Companion Paying Agent shall not be
liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Companion
Paying Agent. In the absence of bad faith on the part of the Companion Paying
Agent, the Companion Paying Agent may conclusively rely, as to the truth and
correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or
other instrument furnished to the Companion Paying Agent by any Person and which
on their face do not contradict the requirements of this Agreement.

            (c) Upon the resignation or removal of the Master Servicer pursuant
to Article VII of this Agreement, the Companion Paying Agent shall be deemed
simultaneously to resign or be removed.

            (d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights
accrued prior to such resignation or removal.

            Section 3.31 Companion Register. The Companion Paying Agent shall
maintain a register (the "Companion Register") on which it will record the names
and address of, and wire transfer instructions for, the Companion Holders from
time to time, to the extent such information is provided in writing to it by
each Companion Holder. The initial Companion Holders, along with their
respective name, address, wiring instructions and tax identification number, are
listed on Exhibit S hereto. In the event a Companion Holder transfers a
Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in the
Companion Loan and shall have no obligation to recover and redirect such
payment.

            The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion
Holder upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such name
and address.

            Section 3.32 Swap Contract. (a) 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 Contract and related
agreements with the Swap Counterparty. The Paying Agent shall perform the duties
and obligations of the Trustee under the Swap Contract.

            (b) On the Business Day prior to each P&I Advance Date, based on the
reports provided by the Master Servicer pursuant to Section 3.12(e), information
that the Paying Agent obtains from the Swap Counterparty and the Swap Contract,
and subject to the priorities set forth in Sections 4.01(a), 4.01(b) and 4.01(d)
hereof, the Paying Agent shall calculate the Class A-2FL Net Swap Payment and
notify the Swap Counterparty in accordance with the terms of the Swap Contract.

            (c) No later than 4:00 p.m. New York City time on each Distribution
Date, the Paying Agent shall remit the Class A-2FL Net Swap Payment, if any, to
the Swap Counterparty from the Floating Rate Account; provided, that upon the
occurrence and during the continuation of a Class A-2FL Distribution Conversion,
the Paying Agent shall not make such payments to the Swap Counterparty. Promptly
upon receipt of any payment or other receipt in respect of the Swap Contract,
the Paying Agent shall deposit the same into the Floating Rate Account.

            (d) The Trustee (or the Paying Agent on the behalf of the Trustee)
shall at all times enforce the Trust's rights under the Swap Contract. In the
event of a Swap Default, the Trustee (or the Paying Agent on its behalf) shall
promptly provide written notice to the Holders of the Class A-2FL Certificates
and shall be required, subject to the Trustee's or the Paying Agent's, as
applicable, determination that costs of enforcement will be recoverable from or
indemnified by the Holders of the Class A-2FL Certificates to take such actions
(following the expiration of any applicable grace period specified in the Swap
Contract), unless otherwise directed in writing by the Holders of [25]% (by
Certificate Balance) of the Class A-2FL Certificates to enforce the rights of
the Trust under the Swap Contract as may be permitted by the terms thereof and
use any Swap Termination Fees received from the Swap Counterparty to enter into
a replacement interest rate swap contract on substantially identical terms or on
such other terms reasonably acceptable to the Trustee (or the Paying Agent on
its behalf), with a replacement swap counterparty that would not cause a Rating
Agency Trigger Event, 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. If the costs
attributable to entering into a replacement interest rate swap contract would
exceed the amount of any Swap Termination Fees, a replacement interest rate swap
contract 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. The Trustee and the Paying Agent shall
be entitled to require reasonable assurances of payment (including, without
limitation, reasonable indemnity therefor) from the Holders of the Class A-2FL
Certificates prior to the incurrence of any costs in connection with the
enforcement of the Swap Contract.

            Any Class A-2FL Distribution Conversion shall become permanent
following the determination by the Trustee (or the Paying Agent acting on its
behalf) not to enter into a replacement interest rate swap contract 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 Contract) 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 (or notification to the Paying Agent that such
change is imminent) 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 Paying Agent shall promptly notify DTC of the change in payment
terms.

            (e) In the event that the Swap Contract is terminated and no
replacement interest rate swap agreement is entered into, the Paying Agent shall
provide notice of such termination to the Class A-2FL Certificateholders which
notice shall include: "The Swap Contract 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
2002-19, 67 Fed. Reg. 14,979 (March 28, 2002), granted by the U.S. Department of
Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this
notice shall have the meaning assigned to them in the Pooling and Servicing
Agreement."

            (f) Any costs and expenses related to the Swap Contract (other than
Class A-2FL Net Swap Payments) will only be payable (subsequent to the
distribution of all amounts of principal and interest and reimbursement of
Collateral Support Deficits payable to the Class A-2FL Certificates) from the
Floating Rate Account, which in no circumstances will constitute Additional
Trust Fund Expenses.

            (g) The Trustee (or the Paying Agent on the Trustee's behalf) shall
establish a Swap Counterparty Collateral Account. The Trustee (or the Paying
Agent on the Trustee's behalf) shall deposit all collateral received from the
Swap Counterparty under any Credit Support Annex (as defined in the Swap
Contract) of the Swap Contract into the Swap Counterparty Collateral Account.
The only permitted withdrawal from or application of funds on deposit in, or
otherwise to the credit of, the Swap Counterparty Collateral Account shall be
(i) for application to obligations of the Swap Counterparty under a Swap
Contract if such Swap Contract becomes subject to early termination or upon
default by the Swap Counterparty or (ii) to return collateral to the Swap
Counterparty when and as required by a Swap Contract. The Trustee (or the Paying
Agent on the Trustee's behalf) agrees to give the Swap Counterparty prompt
notice if it obtains knowledge that the Swap Counterparty Collateral Account or
any funds on deposit therein or otherwise to the credit of the Swap Counterparty
Collateral Account, shall become subject to any writ, order, judgment, warrant
of attachment, execution or similar process. Funds credited to the Swap
Counterparty Collateral Account shall be applied as contemplated in the Swap
Contract. Subject to the terms of the Swap Contract, proceeds of liquidation of
any Swap Contract collateral (if such Swap Contract becomes subject to early
termination or upon default by the relevant Swap Counterparty) shall be
deposited in the Floating Rate Account for application as applicable.

            Section 3.33 Litigation Control. The Special Servicer, with respect
to Specially Serviced Mortgage Loans, and the Master Servicer, with respect to
non-Specially Serviced Mortgage Loans, and where the applicable servicer
contemplates availing itself of indemnification as provided for under Section
6.03 of this Agreement, such servicer shall, for the benefit of the
Certificateholders, have the right to direct, manage, prosecute, defend and/or
settle any and all claims and litigation relating to (a) the enforcement of the
obligations of a Mortgagor under the related Mortgage Loan documents and (b) any
action brought by a Mortgagor against the Trust, the Trustee, the Master
Servicer or the Special Servicer with respect to any Mortgage Loan (the
foregoing rights and obligations, "Litigation Control"). Such Litigation Control
shall be carried out in accordance with the terms of this Agreement, including,
without limitation, the Servicing Standard. Upon becoming aware of or being
named in any claim or litigation that falls within the scope of Litigation
Control, the Master Servicer shall immediately notify the Controlling Class
Representative of such claim or litigation. In addition, the Master Servicer
shall prepare and submit a monthly status report regarding any Litigation
Control matter to Controlling Class Representative.

            Notwithstanding the foregoing, (i) in the event that any action,
suit, litigation or proceeding names the Trustee in its individual capacity, or
in the event that any judgment is rendered against the Trustee in its individual
capacity, the Trustee, upon prior written notice to the Master Servicer or the
Special Servicer, as applicable, may retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests
(but not to otherwise direct, manage or prosecute such litigation or claim),
(ii) in the event of any action, suit, litigation or proceeding, other than an
action, suit, litigation or proceeding relating to the enforcement of the
obligations of a Mortgagor under the related Mortgage Loan documents or
otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master
Servicer nor the Special Servicer shall, without the prior written consent of
the Trustee, (A) initiate any action, suit, litigation or proceeding in the name
of the Trustee, whether in such capacity or individually, (B) engage counsel to
represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other
similar action with the intent to cause, and that actually causes, the Trustee
to be registered to do business in any state, and (iii) in the event that any
court finds that the Trustee is a necessary party in respect of any action,
suit, litigation or proceeding relating to or arising from this Agreement or any
Mortgage Loan, the Trustee shall have the right to retain counsel and appear in
any such proceeding on its own behalf in order to protect and represent its
interest (but not to otherwise direct, manage or prosecute such litigation or
claim).

            Notwithstanding the foregoing, each of the Special Servicer and the
Master Servicer, as applicable, shall consult with and keep the Controlling
Class Representative advised of any material development, including, without
limitation, (i) any material decision concerning Litigation Control and the
implementation thereof and (ii) any decision to agree to or propose any terms of
settlement, and shall submit any such development or decision to the Controlling
Class Representative for its approval or consent. Subject to the last paragraph
of this Section 3.33 the Special Servicer or Master Servicer, as applicable,
shall not take any action implementing any such material development or decision
described in the preceding sentence unless and until it has notified the
Controlling Class Representative in writing and the Controlling Class
Representative has not objected in writing within five (5) Business Days of
having been notified thereof and having been provided with all information that
the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being
understood and agreed that if such written objection has not been received by
the Special Servicer or Master Servicer, as applicable, within such 5-Business
Day period, then the Controlling Class Representative shall be deemed to have
approved the taking of such action); provided, that, in the event that the
Special Servicer or Master Servicer, as applicable, determines that immediate
action is necessary to protect the interests of the Certificateholders and, in
the case of a Loan Pair, the related holder of the Companion Loan, the Special
Servicer or Master Servicer, as applicable, may take such action without waiting
for the Controlling Class Representative's response; provided that the Special
Servicer or Master Servicer, as applicable, has confirmation that the
Controlling Class Representative received notice of such action in writing.

            Notwithstanding anything contained herein to the contrary, with
respect to any Litigation Control otherwise required to be exercised hereunder
by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that
has either (i) been satisfied or paid in full, or (ii) as to which a Final
Recovery Determination has been made, after receiving the required notice from
the Master Servicer set forth above acknowledging that it became aware of or was
named in the subject claim or litigation, the Controlling Class Representative
may direct in writing that such Litigation Control nevertheless be exercised by
the Special Servicer, provided, however, that the Controlling Class
Representative has determined and advised the Master Servicer that its actions
with respect to such obligations are indemnifiable under Section 6.03 hereof,
and accordingly, any loss, liability or expense (including legal fees and
expenses incurred up until such date of transfer of Litigation Control to the
Special Servicer) arising from the related legal action or claim underlying such
Litigation Control and not otherwise paid to the Master Servicer pursuant to
Section 6.03 shall be payable by the Trust.

            Notwithstanding the foregoing, no advice, direction or objection
given or made, or consent withheld, by the Controlling Class Representative
shall (i) require or cause the Special Servicer or the Master Servicer, as
applicable, to violate any applicable law, the terms of any Mortgage Loan or any
related intercreditor, co-lender or similar agreement, any provision of this
Agreement, including the Special Servicer's or the Master Servicer's obligation
to act in accordance with the Servicing Standard or the Mortgage Loan documents
for any Mortgage Loan, (ii) result in an Adverse REMIC Event with respect to
either the Upper-Tier REMIC or the Lower-Tier REMIC or result in an Adverse
Grantor Trust Event or have adverse tax consequences for the Trust Fund, (iii)
expose any of the Mortgage Loan Sellers, the Depositor, the Master Servicer, the
Special Servicer, the Trust Fund, the Trustee, any holder of a Companion Loan,
or any of their respective Affiliates, officers, directors, shareholders,
partners, members, managers, employees or agents to any claim, suit, or
liability for which this Agreement does not provide indemnification to such
party or expose any such party to prosecution for a criminal offense, or (iv)
materially expand the scope of the Special Servicer's or Master Servicer's, as
applicable, responsibilities under this Agreement, and neither the Special
Servicer nor the Master Servicer shall follow any such advice, direction, or
objection if given by the Controlling Class Representative or initiate any such
actions.

                              [End of Article III]

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

                  (i) first, concurrently (A) to the Holders of the Class A-1
            Certificates, the Class A-2 Certificates, the Class A-3
            Certificates, the Class A-4 Certificates and the Class A-SB
            Certificates and the Class A-2FL Regular Interest, pro rata, (based
            upon their respective entitlements to interest for such Distribution
            Date), in respect of interest, from the Loan Group 1 Available
            Distribution Amount and up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Classes of
            Certificates for such Distribution Date, (B) to the Holders of the
            Class A-1A Certificates, in respect of interest, from the Loan Group
            2 Available Distribution Amount and up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date and (C) to the Holders of
            the Class X-1 Certificates and the Class X-2 Certificates, in
            respect of interest, up to an amount equal to the Interest
            Distribution Amount payable in respect of such Classes of
            Certificates for such Distribution Date; provided, however, that if
            the Loan Group 1 Available Distribution Amount and/or the Loan Group
            2 Available Distribution Amount is insufficient to pay in full the
            Interest Distribution Amount provided above, payable in respect of
            any Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest or Class X Certificates 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 (other than the
            Class A-2FL Certificates), Class A-2FL Regular Interest and the
            Class X Certificates, up to an amount equal to, and pro rata as
            among such Classes in accordance with, the Interest Distribution
            Amount in respect of each such Class of Certificates for such
            Distribution Date;

                  (ii) second, to the Holders of the Class A-1 Certificates, the
            Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
            Certificates, the Class A-SB Certificates and the Class A-1A
            Certificates and the Class A-2FL Regular Interest in reduction of
            the Certificate Balances thereof, concurrently: (A)(1) first, to the
            Holders of the Class A-SB Certificates, in an amount up to the Loan
            Group 1 Principal Distribution Amount and, after the outstanding
            Certificate Balance of the Class A-1A Certificates has been reduced
            to zero, the Loan Group 2 Principal Distribution Amount for such
            Distribution Date remaining after the payments specified in clause
            (B) below have been made on such Distribution Date, until the
            Certificate Balance of the Class A-SB Certificates is reduced to the
            Class A-SB Planned Principal Balance; (2) second, to the Holders of
            the Class A-1 Certificates, in an amount up to the Loan Group 1
            Principal Distribution Amount and, after the outstanding Certificate
            Balance of the Class A-1A Certificates has been reduced to zero, the
            Loan Group 2 Principal Distribution Amount, in each case, to the
            extent remaining after payments as specified in clause (A)(1) above
            and clause (B) below have been made on such Distribution Date, until
            the outstanding Certificate Balance of the Class A-1 Certificates
            has been reduced to zero; (3) third, to the Holders of the Class A-2
            Certificates and the Class A-2FL Regular Interest, pro rata, in an
            amount up to the Loan Group 1 Principal Distribution Amount and,
            after the outstanding Certificate Balance of the Class A-1A
            Certificates has been reduced to zero, the Loan Group 2 Principal
            Distribution Amount, in each case, to the extent remaining after
            payments as specified in clauses (A)(1) and (2) above and clause (B)
            below have been made on such Distribution Date, until the
            outstanding Certificate Balances of the Class A-2 Certificates and
            the Class A-2FL Regular Interest have been reduced to zero; (4)
            fourth, to the Holders of the Class A-3, in an amount up to the Loan
            Group 1 Principal Distribution Amount and, after the outstanding
            Certificate Balance of the Class A-1A Certificates has been reduced
            to zero, the Loan Group 2 Principal Distribution Amount, in each
            case, to the extent remaining after payments as specified in clauses
            (A)(1), (2) and (3) above and (B) below have been made on such
            Distribution Date, until the outstanding Certificate Balance of the
            Class A-3 Certificates has been reduced to zero; (5) fifth, to the
            Holders of the Class A-4 Certificates, in an amount up to the Loan
            Group 1 Principal Distribution Amount and, after the outstanding
            Certificate Balance of the Class A-1A Certificates has been reduced
            to zero, the Loan Group 2 Principal Distribution Amount, in each
            case, to the extent remaining after payments as specified in clauses
            (A)(1), (2), (3) and (4) above and (B) below have been made on such
            Distribution Date, until the outstanding Certificate Balance of the
            Class A-4 Certificates has been reduced to zero, (6) sixth, to the
            Holders of the Class A-SB Certificates, in an amount up to the Loan
            Group 1 Principal Distribution Amount and, after the outstanding
            Certificate Balance of the Class A-1A Certificates has been reduced
            to zero, the Loan Group 2 Principal Distribution Amount, in each
            case, to the extent remaining after payments as specified in clauses
            (A)(1), (2), (3), (4) and (5) above and (B) below have been made on
            such Distribution Date, until the outstanding Certificate Balance of
            the Class A-SB Certificates has been reduced to zero and (B) to the
            Holders of the Class A-1A Certificates, in an amount up to the Loan
            Group 2 Principal Distribution Amount and, after the Certificate
            Balance of the Class A-4 and Class A-SB Certificates have been
            reduced to zero, the Loan Group 1 Principal Distribution Amount
            remaining after payments specified in clauses (A)(1), (2), (3), (4),
            (5) and (6) above have been made on such Distribution Date, until
            the Certificate Balance of the Class A-1A Certificates has been
            reduced to zero;

                  (iii) third, to the Holders of the Class A-1 Certificates,
            Class A-2 Certificates, Class A-3 Certificates, Class A-4
            Certificates, Class A-SB Certificates and Class A-1A Certificates
            and the Class A-2FL Regular Interest, pro rata (based upon the
            aggregate unreimbursed Collateral Support Deficit allocated to each
            such Class), until all amounts of Collateral Support Deficit
            previously allocated to such Classes, but not previously reimbursed,
            have been reimbursed in full;

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

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

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

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

                  (viii) eighth, after the Certificate Balances of the Class A
            Certificates (other than the Class A-2FL Certificates) and the Class
            A-2FL Regular Interest and the Class A-M Certificates have been
            reduced to zero, to the Holders of the Class A-J Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A Certificates
            (other than the Class A-2FL Certificates) and the Class A-2FL
            Regular Interest and the Class A-M Certificates on such Distribution
            Date), until the outstanding Certificate Balance of the Class A-J
            Certificates has been reduced to zero;

                  (ix) ninth, to 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;

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

                  (xi) eleventh, after the Certificate Balances of the Class A
            Certificates (other than the Class A-2FL Certificates), Class A-2FL
            Regular Interest, Class A-M Certificates and Class A-J Certificates
            have been reduced to zero, to the Holders of the Class B
            Certificates, in reduction of the Certificate Balance thereof, an
            amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A
            Certificates (other than the Class A-2FL Certificates), Class A-2FL
            Regular Interest, Class A-M Certificates and Class A-J Certificates
            on such Distribution Date), until the outstanding Certificate
            Balance of the Class B Certificates has been reduced to zero;

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

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

                  (xiv) fourteenth, after the Certificate Balances of the Class
            A Certificates (other than the Class A-2FL Certificates), Class
            A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates and Class B Certificates have been reduced to zero, to
            the Holders of the Class C Certificates, in reduction of the
            Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A Certificates (other than the
            Class A-2FL Certificates), Class A-2FL Regular Interest, Class A-M
            Certificates, Class A-J Certificates and Class B Certificates on
            such Distribution Date), until the outstanding Certificate Balance
            of the Class C Certificates has been reduced to zero;

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

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

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

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

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

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

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

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

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

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

                  (xxv) twenty-fifth, to the Holders of the Class G Certificates
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxvi) twenty-sixth, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates and Class F Certificates have
            been reduced to zero, to the Holders of the Class G Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A Certificates
            (other than the Class A-2FL Certificates), Class A-2FL Regular
            Interest, Class A-M Certificates, Class A-J Certificates, Class B
            Certificates, Class C Certificates, Class D Certificates, Class E
            Certificates and Class F Certificates on such Distribution Date),
            until the outstanding Certificate Balance of the Class G
            Certificates has been reduced to zero;

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

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

                  (xxix) twenty-ninth, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates and Class G
            Certificates have been reduced to zero, to the Holders of the Class
            H Certificates, in reduction of the Certificate Balance thereof, an
            amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A
            Certificates (other than the Class A-2FL Certificates), Class A-2FL
            Regular Interest, Class A-M Certificates, Class A-J Certificates,
            Class B Certificates, Class C Certificates, Class D Certificates,
            Class E Certificates, Class F Certificates and Class G Certificates
            on such Distribution Date), until the outstanding Certificate
            Balance of the Class H Certificates has been reduced to zero;

                  (xxx) thirtieth, to the Holders of the Class H Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class H Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (xxxi) thirty-first, to the Holders of the Class J
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxxii) thirty-second, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates and Class H Certificates have been reduced to zero, to
            the Holders of the Class J Certificates, in reduction of the
            Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A Certificates (other than the
            Class A-2FL Certificates), Class A-2FL Regular Interest, Class A-M
            Certificates, Class A-J Certificates, Class B Certificates, Class C
            Certificates, Class D Certificates, Class E Certificates, Class F
            Certificates, Class G Certificates and Class H Certificates on such
            Distribution Date), until the outstanding Certificate Balance of the
            Class J Certificates has been reduced to zero;

                  (xxxiii) thirty-third, to 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;

                  (xxxiv) thirty-fourth, to the Holders of the Class K
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxxv) thirty-fifth, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates, Class H Certificates and Class J Certificates have
            been reduced to zero, to the Holders of the Class K Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A Certificates
            (other than the Class A-2FL Certificates), Class A-2FL Regular
            Interest, Class A-M Certificates, Class A-J Certificates, Class B
            Certificates, Class C Certificates, Class D Certificates, Class E
            Certificates, Class F Certificates, Class G Certificates, Class H
            Certificates and Class J Certificates on such Distribution Date),
            until the outstanding Certificate Balance of the Class K
            Certificates has been reduced to zero;

                  (xxxvi) thirty-sixth, to 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;

                  (xxxvii) thirty-seventh, to the Holders of the Class L
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxxviii) thirty-eighth, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates, Class H Certificates, Class J Certificates and Class K
            Certificates have been reduced to zero, to the Holders of the Class
            L Certificates, in reduction of the Certificate Balance thereof, an
            amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A
            Certificates (other than the Class A-2FL Certificates), Class A-2FL
            Regular Interest, Class A-M Certificates, Class A-J Certificates,
            Class B Certificates, Class C Certificates, Class D Certificates,
            Class E Certificates, Class F Certificates, Class G Certificates,
            Class H Certificates, Class J Certificates and Class K Certificates
            a on such Distribution Date), until the outstanding Certificate
            Balance of the Class L Certificates has been reduced to zero;

                  (xxxix) thirty-ninth, to 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;

                  (xl) fortieth, to the Holders of the Class M Certificates in
            respect of interest, up to an amount equal to the aggregate Interest
            Distribution Amount in respect of such Class of Certificates for
            such Distribution Date;

                  (xli) forty-first, after the Certificate Balances of the Class
            A Certificates (other than the Class A-2FL Certificates), Class
            A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates, Class H Certificates, Class J Certificates, Class K
            Certificates and Class L Certificates have been reduced to zero, to
            the Holders of the Class M Certificates, in reduction of the
            Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A Certificates (other than the
            Class A-2FL Certificates), Class A-2FL Regular Interest, Class A-M
            Certificates, Class A-J Certificates, Class B Certificates, Class C
            Certificates, Class D Certificates, Class E Certificates, Class F
            Certificates, Class G Certificates, Class H Certificates, Class J
            Certificates, Class K Certificates and Class L Certificates on such
            Distribution Date), until the outstanding Certificate Balance of the
            Class M Certificates has been reduced to zero;

                  (xlii) forty-second, to 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;

                  (xliii) forty-third, to the Holders of the Class N
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xliv) forty-fourth, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates, Class H Certificates, Class J Certificates, Class K
            Certificates, Class L Certificates and Class M Certificates have
            been reduced to zero, to the Holders of the Class N Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A Certificates
            (other than the Class A-2FL Certificates), Class A-2FL Regular
            Interest, Class A-M Certificates, Class A-J Certificates, Class B
            Certificates, Class C Certificates, Class D Certificates, Class E
            Certificates, Class F Certificates, Class G Certificates, Class H
            Certificates, Class J Certificates, Class K Certificates, Class L
            Certificates and Class M Certificates on such Distribution Date),
            until the outstanding Certificate Balance of the Class N
            Certificates has been reduced to zero;

                  (xlv) forty-fifth, to 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;

                  (xlvi) forty-sixth, to the Holders of the Class P Certificates
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xlvii) forty-seventh, after the Certificate Balances of the
            Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates, Class H Certificates, Class J Certificates, Class K
            Certificates, Class L Certificates, Class M Certificates and Class N
            Certificates have been reduced to zero, to the Holders of the Class
            P Certificates, in reduction of the Certificate Balance thereof, an
            amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A
            Certificates (other than the Class A-2FL Certificates), Class A-2FL
            Regular Interest, Class A-M Certificates, Class A-J Certificates,
            Class B Certificates, Class C Certificates, Class D Certificates,
            Class E Certificates, Class F Certificates, Class G Certificates,
            Class H Certificates, Class J Certificates, Class K Certificates,
            Class L Certificates, Class M Certificates and Class N Certificates
            on such Distribution Date), until the outstanding Certificate
            Balance of the Class P Certificates has been reduced to zero;

                  (xlviii) forty-eighth, to the Holders of the Class P
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class P Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xlix) forty-ninth, to the Holders of the Class NR
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (l) fiftieth, after the Certificate Balances of the Class A
            Certificates (other than the Class A-2FL Certificates), Class A-2FL
            Regular Interest, Class A-M Certificates, Class A-J Certificates,
            Class B Certificates, Class C Certificates, Class D Certificates,
            Class E Certificates, Class F Certificates, Class G Certificates,
            Class H Certificates, Class J Certificates, Class K Certificates,
            Class L Certificates, Class M Certificates, Class N Certificates and
            Class P Certificates have been reduced to zero, to the Holders of
            the Class NR Certificates, in reduction of the Certificate Balance
            thereof, an amount equal to the Principal Distribution Amount (or
            the portion thereof remaining after any distributions in respect of
            the Class A Certificates (other than the Class A-2FL Certificates),
            Class A-2FL Regular Interest, Class A-M Certificates, Class A-J
            Certificates, Class B Certificates, Class C Certificates, Class D
            Certificates, Class E Certificates, Class F Certificates, Class G
            Certificates, Class H Certificates, Class J Certificates, Class K
            Certificates, Class L Certificates, Class M Certificates, Class N
            Certificates and Class P Certificates on such Distribution Date),
            until the outstanding Certificate Balance of the Class NR
            Certificates has been reduced to zero;

                  (li) fifty-first, to the Holders of the Class NR Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class NR Certificates, but not previously reimbursed, have
            been reimbursed in full; and

                  (lii) fifty-second, to the Holders of the Class R
            Certificates, the amount, if any, of the Available Distribution
            Amount remaining in the Upper-Tier Distribution Account with respect
            to such Distribution Date.

            If, in connection with any Distribution Date, the Paying Agent has
reported the amount of an anticipated distribution to DTC based on the receipt
of payments as of the Determination Date and additional Monthly Payments,
balloon payments or unscheduled principal payments are subsequently received by
the Master Servicer and required to be part of the Available Distribution Amount
for such Distribution Date, the Master Servicer shall promptly notify the Paying
Agent and the Paying Agent will use commercially reasonable efforts to cause DTC
to make the revised distribution on a timely basis on such Distribution Date.
None of the Master Servicer, the Special Servicer or the Paying Agent shall be
liable or held responsible for any resulting delay in the making of such
distribution to Certificateholders solely on the basis of the actions described
in the preceding sentence.

            (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Collateral Support Deficit in an amount equal to the amount of
principal or reimbursement of Collateral Support Deficit actually distributable
to its respective Related Certificates as provided in Sections 4.01(a), 4.01(c)
and 4.01(d) (in the case of (i) the Class A-1 Certificates, first, to the Class
LA-1-1 Uncertificated Interest, second, to the Class LA-1-2 Uncertificated
Interest, third, to the Class LA-1-3 Uncertificated Interest, and fourth, to the
Class LA-1-4 Uncertificated Interest, in each case, until reduced to zero, (ii)
the Class A-1A Certificates, first, to the Class LA-1A-1 Uncertificated
Interest, second, to the Class LA-1A-2 Uncertificated Interest, third, to the
Class LA-1A-3 Uncertificated Interest, fourth, to the Class LA-1A-4
Uncertificated Interest, fifth, to the Class LA-1A-5 Uncertificated Interest,
sixth, to the Class LA-1A-6 Uncertificated Interest, seventh, to the Class
LA-1A-7 Uncertificated Interest, eighth, to the Class LA-1A-8 Uncertificated
Interest, ninth, to the Class LA-1A-9 Uncertificated Interest, tenth, to the
Class LA-1A-10 Uncertificated Interest, eleventh, to the Class LA-1A-11
Uncertificated Interest, twelfth, to the Class LA-1A-12 Uncertificated Interest,
thirteenth, to the Class LA-1A-13 Uncertificated Interest, fourteenth, to the
Class LA-1A-14 Uncertificated Interest, and fifteenth, to the Class LA-1A-15
Uncertificated Interest, in each case, until reduced to zero, (iii) the Class
A-2 Certificates, first, to the Class LA-2-1 Uncertificated Interest, second, to
the Class LA-2-2 Uncertificated Interest, third, to the Class LA-2-3
Uncertificated Interest, fourth, to the Class LA-2-4 Uncertificated Interest,
fifth, to the Class LA-2-5 Uncertificated Interest and sixth, to the Class
LA-2-6 Uncertificated Interest, in each case, until reduced to zero, (iv) the
Class A-2FL Regular Interest, first, to the Class LA-2FL-1 Uncertificated
Interest, second, to the Class LA-2FL-2 Uncertificated Interest, third, to the
Class LA-2FL-3 Uncertificated Interest, fourth, to the Class LA-2FL-4
Uncertificated Interest, fifth, to the Class LA-2FL-5 Uncertificated Interest,
and sixth, to the Class LA-2FL-6 Uncertificated Interest, in each case, until
reduced to zero, (v) the Class A-3 Certificates, first, to the Class LA-3-1
Uncertificated Interest, and second, to the Class LA-3-2 Uncertificated
Interest, in each case, until reduced to zero, (vi) the Class A-4 Certificates,
first, to the Class LA-4-1 Uncertificated Interest, second, to the Class LA-4-2
Uncertificated Interest, third, to the Class LA-4-3 Uncertificated Interest,
fourth, to the Class LA-4-4 Uncertificated Interest, fifth, to the Class LA-4-5
Uncertificated Interest, and sixth, to the Class LA-4-6 Uncertificated Interest,
in each case, until reduced to zero, (vii) the Class A-SB Certificates, first,
to the Class LA-SB-1 Uncertificated Interest, second, to the Class LA-SB-2
Uncertificated Interest, third, to the Class LA-SB-3 Uncertificated Interest,
fourth, to the Class LA-SB-4 Uncertificated Interest, fifth, to the Class
LA-SB-5 Uncertificated Interest, and sixth, to the Class LA-SB-6 Uncertificated
Interest, in each case, until reduced to zero, (viii) the Class D Certificates,
first, to the Class LD-1 Uncertificated Interest, second, to the Class LD-2
Uncertificated Interest, and third, to the Class LD-3 Uncertificated Interest,
in each case, until reduced to zero, (ix) the Class E Certificates, first, to
the Class LE-1 Uncertificated Interest, second, to the Class LE-2 Uncertificated
Interest, and third, to the Class LE-3 Uncertificated Interest, in each case,
until reduced to zero, (x) the Class F Certificates, first, to the Class LF-1
Uncertificated Interest, second, to the Class LF-2 Uncertificated Interest and
third, to the Class LF-3 Uncertificated Interest, in each case, until reduced to
zero, (xi) the Class G Certificates, first, to the Class LG-1 Uncertificated
Interest and second, to the Class LG-2 Uncertificated Interest, in each case,
until reduced to zero, (xii) the Class H Certificates, first, to the Class LH-1
Uncertificated Interest, second, to the Class LH-2 Uncertificated Interest and
third, to the Class LH-3 Uncertificated Interest, in each case, until reduced to
zero, and (xiii) the Class K Certificates, first, to the Class LK-1
Uncertificated Interest, and second, to the Class LK-2 Uncertificated Interest,
in each case, until reduced to zero). On each Distribution Date, each
Uncertificated Lower-Tier Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the Interest Distribution Amount in
respect of its Related Certificates (in the case of each of (i) the Class
LA-1-1, Class LA-1-2, Class LA-1-3 and Class LA-1-4 Uncertificated Interests,
(ii) the Class LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class LA-1A-4, Class
LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class LA-1A-9, Class
LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class LA-1A-14 and
Class LA-1A-15 Uncertificated Interests, (iii) the Class LA-2-1, Class LA-2-2,
Class LA-2-3, Class LA-2-4, Class LA-2-5, and Class LA-2-6 Uncertificated
Interests, (iv) the Class LA-2FL-1, Class LA-2FL-2, Class LA-2FL-3, Class
LA-2FL-4, Class LA-2FL-5, and Class LA-2FL-6 Uncertificated Interests, (v) the
Class LA-3-1 and Class LA-3-2 Uncertificated Interests, (vi) the Class LA-4-1,
Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5 and Class LA-4-6
Uncertificated Interests, (vii) the Class LA-SB-1, Class LA-SB-2, Class LA-SB-3,
Class LA-SB-4, Class LA-SB-5 and Class LA-SB-6 Uncertificated Interests, (viii)
the Class LD-1, Class LD-2 and Class LD-3 Uncertificated Interests, (ix) the
Class LE-1, Class LE-2 and Class LE-3 Uncertificated Interests, (x) the Class
LF-1, Class LF-2 and Class LF-3 Uncertificated Interests, (xi) the Class LG-1
and Class LG-2 Uncertificated Interests, (xii) the Class LH-1, Class LH-2 and
Class LH-3 Uncertificated Interests and (xiii) the Class LK-1 and LK-2
Uncertificated Interests, pro rata, based on their respective Certificate
Balances) and its related Component of the Class X-1 Certificates and Class X-2
Certificates, in each case to the extent actually distributable thereon as
provided in Section 4.01(a). For this purpose, interest distributed on the Class
X-1 Certificates and Class X-2 Certificates shall be treated as having been paid
to their respective Components pro rata, based on the interest accrued with
respect thereto at its Class X-1 Strip Rate or Class X-2 Strip Rate. Such
amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount," and shall be made
by the Paying Agent by deeming such Lower-Tier Distribution Amount to be
deposited in the Upper-Tier Distribution Account.

            As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Certificate Balance of the Related Certificates
with respect thereto (in the case of the aggregate of (i) the Class LA-1-1,
Class LA-1-2, Class LA-1-3 and Class LA-1-4 Uncertificated Interests, the Class
A-1 Certificates, (ii) the Class LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class
LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7 and Class LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class
LA-1A-14 and Class LA-1A-15 Uncertificated Interests, the Class A-1A
Certificates, (iii) the Class LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-2-4,
Class LA-2-5 and Class LA-2-6 Uncertificated Interests, the Class A-2
Certificates, (iv) the Class LA-2FL-1, Class LA-2FL-2, Class LA-2FL-3, Class
LA-2FL-4, Class LA-2FL-5, and Class LA-2FL-6 Uncertificated Interests, the Class
A-2FL Regular Interest, (v) the Class LA-3-1 Uncertificated Interest and Class
LA-3-2 Uncertificated Interest, the Class A-3 Certificates, (vi) the Class
LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5 and Class LA-4-6
Uncertificated Interests, the Class A-4 Certificates, (vii) the Class LA-SB-1,
Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5 and Class LA-SB-6
Uncertificated Interests, the Class A-SB Certificates, (viii) the Class LD-1,
the Class LD-2 and Class LD-3 Uncertificated Interests, the Class D
Certificates, (ix) the Class LE-1, the Class LE-2 and Class LE-3 Uncertificated
Interests, the Class E Certificates, (x) the Class LF-1, Class LF-2 and Class
LF-3 Uncertificated Interests, the Class F Certificates, (xi) the Class LG-1 and
Class LG-2 Uncertificated Interests, the Class G Certificates, (xii) the Class
LH-1, Class LH-2 and Class LH-3 Uncertificated Interests, the Class H
Certificates and (xiii) the Class LK-1 and LK-2 Uncertificated Interests, the
Class K Certificates), as adjusted for the allocation of Collateral Support
Deficits, as provided in Sections 4.04(b) and 4.04(c) and of Certificate
Deferred Interest as provided in Section 4.06. The initial principal balance of
each Uncertificated Lower-Tier Interest equals the respective Original
Lower-Tier Principal Amount. The pass through rate with respect to each
Uncertificated Lower-Tier Interest will be the rate per annum set forth in the
Preliminary Statement hereto.

            Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Yield Maintenance Charges pursuant to Section 4.01(d)(iii)
shall be distributed to the Holders of the Class LR Certificates (but only to
the extent of the Available Distribution Amount for such Distribution Date
remaining in the Lower-Tier Distribution Account, if any).

            (c) Notwithstanding the priorities set forth in clause (a) above, on
and after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero, the Principal
Distribution Amount will be distributed, pro rata, among the Class A-1, Class
A-1A, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class
A-2FL Regular Interest without regard to Loan Group, based on their respective
Certificate Balances immediately prior to such Distribution Date, in reduction
of their respective Certificate Balances, until the Certificate Balance of each
such Class is reduced to zero, and any amounts representing reimbursements of
Collateral Support Deficits previously allocated to such Classes, if available,
will be distributed pro rata based on their respective Certificate Balances,
without regard to Loan Group.

            (d) (i) On each Distribution Date, Yield Maintenance Charges
collected during the related Due Period will be distributed by the Paying Agent
to the following Classes: to the Class A-1 Certificates, Class A-2 Certificates,
Class A-2FL Regular Interest, Class A-3 Certificates, Class A-4 Certificates,
Class A-SB Certificates, Class A-1A Certificates, Class A-M Certificates, Class
A-J Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates
and Class H Certificates with respect to the related Loan Group (if applicable,
in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class
A-1A Certificates and the Class A-2FL Regular Interest) on each Distribution
Date, in an amount equal to the product of (a) a fraction whose numerator is the
amount distributed as principal to such Class on such Distribution Date, and
whose denominator is the total amount distributed as principal to the Class A-1
Certificates, Class A-2 Certificates, Class A-2FL Regular Interest, Class A-3
Certificates, Class A-4 Certificates, Class A-SB Certificates, Class A-1A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates, Class P Certificates, and Class NR Certificates on such
Distribution Date, (b) the Base Interest Fraction for the related principal
payment on such Class of Certificates, and (c) the aggregate amount of Yield
Maintenance Charges collected on such principal prepayments during the related
Due Period. If more than one such Class of Certificates is entitled to
distributions of principal with respect to the related Loan Group on any
particular Distribution Date on which Yield Maintenance Charges are
distributable, the aggregate amount of such Yield Maintenance Charges will be
allocated among all such Classes up to, and on a pro rata basis in accordance
with, their respective entitlements thereto in accordance with this Section
4.01(d)(i). Any Yield Maintenance Charge collected during the related Due Period
remaining after such distributions will be distributed to the holders of the
Class X-1 Certificates. Notwithstanding the foregoing, any prepayment penalties
collected that are based on a percentage of the amount being prepaid will be
distributed to the Class X-1 Certificates.

                  (ii) No Yield Maintenance Charge will be distributed to the
            holders of the Class J, Class K, Class L, Class M, Class N, Class P,
            Class NR, Class X-2, Class S or Residual Certificates. After the
            Certificate Balances of the Class A-1 Certificates, Class A-2
            Certificates, Class A-2FL Regular Interest, Class A-3 Certificates,
            Class A-4 Certificates, Class A-SB Certificates, Class A-1A
            Certificates, Class A-M Certificates, Class A-J Certificates, Class
            B Certificates, Class C Certificates, Class D Certificates, Class E
            Certificates, Class F Certificates, Class G Certificates and Class H
            Certificates have been reduced to zero, all Yield Maintenance
            Charges with respect to the Mortgage Loans shall be distributed to
            the holders of the Class X-1 Certificates.

                  (iii) All distributions of Yield Maintenance Charges made in
            respect of the respective Classes of Regular Certificates and the
            Class A-2FL Regular Interest on each Distribution Date pursuant to
            Section 4.01(d)(i) shall first be deemed to be distributed from the
            Lower-Tier REMIC to the Upper-Tier REMIC in respect of the
            Uncertificated Lower-Tier Interests, pro rata based upon the amount
            of principal distributed in respect of each such Class of
            Uncertificated Lower-Tier Interests for such Distribution Date
            pursuant to Section 4.01(b) above.

                  (iv) Any distributions of Yield Maintenance Charges in respect
            of the Class A-2FL Regular Interest shall be distributed to the
            Holders of the Class A-2FL Certificates or to the Swap Counterparty
            as specified in Section 4.01(k).

            (e) On each Distribution Date, the Paying Agent shall withdraw
amounts from the Gain on Sale Reserve Account and shall distribute such amounts
to reimburse the Holders of the Regular Certificates (other than the Class A-2FL
Certificates) and the Class A-2FL Regular Interest (in order of alphabetical
Class designation) (first deeming such amounts to be distributed with respect to
the Related Uncertificated Lower-Tier Interests) up to an amount equal to all
Collateral Support Deficits, if any, previously deemed allocated to them and
unreimbursed after application of the Available Distribution Amount for such
Distribution Date. Amounts paid from the Gain on Sale Reserve Account will not
reduce the Certificate Balances of the Classes of Certificates or Class A-2FL
Regular Interest receiving such distributions. Any amounts remaining in the Gain
on Sale Reserve Account after such distributions shall be applied to offset
future Collateral Support Deficits and related Collateral Support Deficits and
upon termination of the Trust Fund, any amounts remaining in the Gain on Sale
Reserve Account shall be distributed to the Class LR Certificateholders.

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

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

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

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

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

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

            (h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates (other than the Class A-2FL
Certificates) or the Class A-2FL Regular Interest shall be made in the amounts
and manner specified in Section 4.01(a) or Section 4.01(e), as applicable, to
the Holders of the respective Class otherwise entitled to distributions of
interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Collateral Support Deficit previously
allocated to a Class of Certificates which has since been retired shall be to
the prior Holders that surrendered the Certificates of such Class upon
retirement thereof and shall be made by check mailed to the address of each such
prior Holder last shown in the Certificate Register. Notice of any such
distribution to a prior Holder shall be made in accordance with Section 12.05 at
such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the
Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Paying Agent
shall attempt to contact such prior Holder in the manner contemplated by Section
4.01(g) as if such Holder had failed to surrender its Certificates.

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

            (j) On the date as specified in the related Intercreditor Agreement,
with respect to the Companion Loans, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each
Companion Loan in the following order of priority:

                  (i) to pay the Trustee or the Paying Agent or any of their
            directors, officers, employees and agents, as the case may be, any
            amounts payable or reimbursable to any such Person pursuant to
            Section 8.05, to the extent any such amounts relate solely to the
            Loan Pair related to such Companion Loan, and such amounts are to be
            paid by the related Companion Holder pursuant to the related
            Intercreditor Agreement;

                  (ii) to pay to the Master Servicer any amounts deposited by
            the Master Servicer in the Companion Distribution Account not
            required to be deposited therein;

                  (iii) to pay all amounts remaining in the Companion
            Distribution Account related to such Companion Loan to the related
            Companion Holder, in accordance with the related Intercreditor
            Agreement; and

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

            All distributions from the Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.

            (k) (i) On each Distribution Date, for so long as the Certificate
Balance of the Class A-2FL Regular Interest (and correspondingly, the Class
A-2FL Certificates) has not been reduced to zero, to the extent of the Class
A-2FL Available Funds for such Distribution Date, the Paying Agent shall make
distributions from the Floating Rate Account in the following order of priority,
satisfying in full, to the extent required and possible, each priority before
making any distribution with respect to any succeeding priority:

                        (A) first, to the Holders of the Class A-2FL
                  Certificates, in respect of interest, up to an amount equal to
                  the sum of (i) the Class A-2FL Interest Distribution Amount
                  for such Distribution Date and (ii) an amount equal to any
                  Accrued Interest From Recoveries relating to the Class A-2FL
                  Regular Interest;

                        (B) second, to the Holders of the Class A-2FL
                  Certificates, in reduction of the Certificate Balances
                  thereof, an amount equal to the Class A-2FL Principal
                  Distribution Amount, until the outstanding Certificate Balance
                  thereof has been reduced to zero;

                        (C) third, to the Holders of the Class A-2FL
                  Certificates, until all amounts of Collateral Support Deficit
                  previously allocated to the Class A-2FL Certificates (as a
                  result of the allocation of Collateral Support Deficit to the
                  Class A-2FL Regular Interest) but not previously reimbursed,
                  has been reimbursed in full;

                        (D) fourth, to pay (1) any costs and expenses related to
                  the Swap Contract and (2) any termination payments to the Swap
                  Counterparty, in that order and solely to the extent provided
                  herein, including Section 4.01(k)(iii); and

                        (E) fifth, any remaining amount to the Holders of the
                  Class A-2FL Certificates.

                  (ii) So long as a Class A-2FL Distribution Conversion is not
            in effect, any Yield Maintenance Charges paid on the Class A-2FL
            Regular Interest shall be payable to the Swap Counterparty pursuant
            to the terms of the Swap Contract on a net basis as part of the
            Class A-2FL Net Swap Payment as specified in Section 3.32. On each
            Distribution Date for which a Class A-2FL Distribution Conversion is
            in effect, any Yield Maintenance Charges paid on the Class A-2FL
            Regular Interest shall be distributed to the Holders of the Class
            A-2FL Certificates.

                  (iii) Any termination payments due to the Swap Counterparty
            under the Swap Contract shall be payable solely from amounts, if
            any, remaining in the Floating Rate Account after all other amounts
            have been paid under the Class A-2FL Certificates (including all
            principal and interest amounts outstanding and reimbursement of any
            Collateral Support Deficit).

            Section 4.02 Statements to Certificateholders; CMSA Investor
Reporting Package (IRP)s; Grant of Power of Attorney. (a) On each Distribution
Date, the Paying Agent shall make available to the general public a statement
(substantially in the form set forth as Exhibit G hereto and based on the
information supplied to the Paying Agent in the related CMSA Investor Reporting
Package (IRP) in accordance with CMSA guidelines) as to the distributions made
on such Distribution Date (each, a "Statement to Certificateholders") which
shall include:

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

                  (ii) the amount of the distribution on such Distribution Date
            to the Holders of each Class of Certificates allocable to
            Distributable Certificate Interest, with respect to the Class A-2FL
            Certificates, notification that the amount of interest distributed
            thereon is the equal to the Interest Distribution Amount with
            respect to the Class A-2FL Regular Interest, which is being paid as
            a result of a Class A-2FL Distribution Conversion;

                  (iii) the aggregate amount of Advances made, with respect to
            the pool of Mortgage Loans and with respect to each Loan Group,
            during the period from but not including the previous Distribution
            Date to and including such Distribution Date and details of P&I
            Advances as of the P&I Advance Date;

                  (iv) the aggregate amount of compensation paid to the Trustee
            and the Paying Agent and servicing compensation paid to the Master
            Servicer and the Special Servicer with respect to the Due Period for
            such Determination Date together with detailed calculations of
            servicing compensation paid to Master Servicer and Special Servicer;

                  (v) the aggregate Stated Principal Balance of the Mortgage
            Loans and any REO Loans, with respect to the pool of Mortgage Loans
            and with respect to each Loan Group, outstanding immediately before
            and immediately after such Distribution Date;

                  (vi) the number of loans, their aggregate principal balance,
            weighted average remaining term to maturity and weighted average
            Mortgage Rate of the Mortgage Loans, with respect to the pool of
            Mortgage Loans and with respect to each Loan Group, as of the end of
            the related Due Period for such Distribution Date;

                  (vii) the number and aggregate principal balance of Mortgage
            Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
            delinquent 90 days or more, (D) current but specially serviced or in
            foreclosure but not REO Property and (E) for which the related
            Mortgagor is subject to oversight by a bankruptcy court;

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

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

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

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

                  (xii) the Pass-Through Rate for such Class of Certificates for
            such Distribution Date and the next succeeding Distribution Date;

                  (xiii) the Scheduled Principal Distribution Amount and the
            Unscheduled Principal Distribution Amount for such Distribution
            Date, with respect to the pool of Mortgage Loans and with respect to
            each Loan Group;

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

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

                  (xvi) the amount of any Appraisal Reductions effected in
            connection with such Distribution Date on a loan-by-loan basis and
            the total Appraisal Reduction effected in connection with such
            Distribution Date, together with a detailed worksheet showing the
            calculation of each Appraisal Reduction on a current and cumulative
            basis;

                  (xvii) the number and related Stated Principal Balance of any
            Mortgage Loans extended or modified since the previous Determination
            Date (or in the case of the first Distribution Date, as of the
            Cut-off Date) on a loan-by-loan basis;

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

                  (xix) a loan-by-loan listing of each Mortgage Loan which was
            the subject of a Principal Prepayment since the previous
            Determination Date (or in the case of the first Distribution Date,
            as of the Cut-off Date) and the amount and the type of Principal
            Prepayment occurring;

                  (xx) a loan-by-loan listing of each Mortgage Loan which was
            defeased since the previous Determination Date (or in the case of
            the first Distribution Date, as of the Cut-off Date);

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

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

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

                  (xxiv) the aggregate unpaid principal balance of the Mortgage
            Loans outstanding as of the close of business on the related
            Determination Date, with respect to the pool of Mortgage Loans and
            with respect to each Loan Group;

                  (xxv) with respect to any Mortgage Loan as to which a
            Liquidation Event occurred since the previous Determination Date (or
            in the case of the first Distribution Date, as of the Cut-off Date)
            or prior to the related Determination Date (other than a payment in
            full), (A) the loan number thereof, (B) the aggregate of all
            Liquidation Proceeds and other amounts received in connection with
            such Liquidation Event (separately identifying the portion thereof
            allocable to distributions on the Certificates), and (C) the amount
            of any Collateral Support Deficit in connection with such
            Liquidation Event;

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

                  (xxvii) the aggregate amount of interest on P&I Advances paid
            to the Master Servicer and the Trustee since the previous
            Determination Date (or in the case of the first Distribution Date,
            as of the Cut-off Date), with respect to the pool of Mortgage Loans
            and with respect to each Loan Group;

                  (xxviii) the aggregate amount of interest on Servicing
            Advances paid to the Master Servicer and the Trustee since the
            previous Determination Date (or in the case of the first
            Distribution Date, as of the Cut-off Date);

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

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

                  (xxxi) the amount of the distribution on the Distribution Date
            to the Holders of the Residual Certificates;

                  (xxxii) the aggregate amount of Yield Maintenance Charges
            collected since the previous Determination Date (or in the case of
            the first Distribution Date, as of the Cut-off Date);

                  (xxxiii) LIBOR as calculated for the related Distribution Date
            and the next succeeding Distribution Date;

                  (xxxiv) the amounts received and paid in respect of the Swap
            Contract;

                  (xxxv) identification of any Rating Agency Trigger Event or
            Swap Default as of the close of business on the last day of the
            immediately preceding calendar month with respect to the Swap
            Contract;

                  (xxxvi) the amount of any (A) payment by the Swap Counterparty
            as a termination payment, (B) payments in connection with the
            acquisition of a replacement interest rate swap contract, and (C)
            collateral posted in connection with any Rating Agency Trigger
            Event; and

                  (xxxvii) the amount of, and identification of, any payments on
            the Class A-2FL Certificates in addition to the amount of principal
            and interest due thereon (including without limitation, any
            termination payment received in connection with the Swap Contract).

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

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

            On each Distribution Date, the Paying Agent shall make available to
the general public via its website initially located at "www.[__________]" (i)
the related Statement to Certificateholders, (ii) the CMSA Loan Periodic Update
File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral
Summary File, the CMSA Property File and (iii) as a convenience to the general
public (and not in furtherance of the distribution thereof under the securities
laws), the prospectus supplement, the prospectus, and this Agreement. In
addition, if the Depositor so directs the Paying Agent, and on terms acceptable
to the Paying Agent, the Paying Agent shall make certain other information and
reports related to the Mortgage Loans available through its internet website.

            In addition, on each Distribution Date, the Paying Agent shall make
available, to any Privileged Person via its website, each of the "surveillance
reports" identified as such in the definition of "CMSA Investor Reporting
Package" and the CMSA Operating Statement Analysis Report and CMSA NOI Adjusted
Worksheets and seven CMSA data files, the Realized Loss Report and the CMSA
Advance Recovery Report to the extent delivered by the Master Servicer pursuant
to this Agreement.

            The Paying Agent 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 Paying Agent may disclaim responsibility for any information
distributed by it for which it is not the original source.

            In connection with providing access to the Paying Agent's Internet
website, the Paying Agent may require registration and the acceptance of a
disclaimer. The Paying Agent shall not be liable for the dissemination of
information in accordance herewith. Questions regarding the Paying Agent's
Internet website can be directed to the Paying Agent's CMBS customer service
desk at [__________].

            Each of the Master Servicer and the Special Servicer may, at its
sole cost and expense, make available by electronic media, bulletin board
service or Internet website (in addition to making information available as
provided herein) any reports or other information the Master Servicer or the
Special Servicer, as applicable, is required or permitted to provide to any
party to this Agreement, the Rating Agencies or any Certificateholder or
prospective Certificateholder (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this
Agreement, the terms of the Mortgage Loans or applicable law. In connection with
providing access to the Master Servicer's or the Special Servicer's Internet
website, the Master Servicer or the Special Servicer, as applicable, shall take
reasonable measures to ensure that only such parties listed above may access
such information including, without limitation, requiring registration, a
confidentiality agreement and acceptance of a disclaimer. The Master Servicer or
the Special Servicer, as applicable, shall not be liable for dissemination of
this information in accordance with this Agreement, provided that such
information otherwise meets the requirements set forth herein with respect to
the form and substance of such information or reports. The Master Servicer or
the Special Servicer, as applicable, shall be entitled to attach to any report
provided pursuant to this subsection, any reasonable disclaimer with respect to
information provided, or any assumptions required to be made by such report.
Notwithstanding anything herein to the contrary, the Master Servicer or the
Special Servicer may, at its sole cost and expense, make available by electronic
media, bulletin board service or Internet website (with respect to [________]:
www.[__________]) any reports or other information the Master Servicer or the
Special Servicer, as applicable, is required or permitted to provide to any
Mortgagor with respect to such Mortgagor's Mortgage Loan to the extent such
action does not conflict with the terms of this Agreement, the terms of the
Mortgage Loans or applicable law.

            (b) The Special Servicer shall from time to time (and, in any event,
as may be reasonably required by the Master Servicer) provide the Master
Servicer with such information in its possession regarding the Specially
Serviced Mortgage Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided
by the Master Servicer to the Paying Agent. Neither the Paying Agent nor the
Depositor shall have any obligation to recompute, verify or recalculate the
information provided thereto by the Master Servicer. Unless the Paying Agent has
actual knowledge that any report or file received from the Master Servicer
contains erroneous information, the Paying Agent is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with
Section 4.01, preparing the statements to Certificateholders required by Section
4.02(a) and allocating Collateral Support Deficit to the Certificates in
accordance with Section 4.04.

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

            (c) As soon as reasonably practicable, upon the written request of
and at the expense of any Certificateholder, the Paying Agent shall provide the
requesting Certificateholder with such information that is in the Paying Agent's
possession or can reasonably be obtained by the Paying Agent as is requested by
such Certificateholder, for purposes of satisfying applicable reporting
requirements under Rule 144A under the Securities Act. Neither the Certificate
Registrar, the Paying Agent nor the Trustee shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a
Certificate or any interest therein, nor for the content or accuracy of any
information so furnished which was prepared or delivered to them by another.

            (d) The information to which any Certificateholder is entitled is
limited to the information gathered and provided to the Certificateholder by the
parties hereto pursuant to this Agreement and by acceptance of any Certificate,
each Certificateholder agrees that except as specifically provided herein, no
Certificateholder shall contact any Mortgagor directly with respect to any
Mortgage Loan.

            Section 4.03 P&I Advances. (a) On or before 4:00 p.m., New York City
time, on each P&I Advance Date, the Master Servicer shall either (i) remit to
the Paying Agent for deposit into the Lower-Tier Distribution Account from its
own funds an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date, (ii) apply amounts held in the
Certificate Account, for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Certificate Account on or before the next
succeeding P&I Advance Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Master Servicer shall notify
the Paying Agent of (i) the aggregate amount of P&I Advances for a Distribution
Date and (ii) the amount of any Nonrecoverable P&I Advances for such
Distribution Date, on or before 2 Business Days prior to such Distribution Date.
If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New
York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance
pursuant to Section 7.05 by noon, New York City time, on the related
Distribution Date, in each case unless the Master Servicer shall have cured such
failure (and provided written notice of such cure to the Trustee and the Paying
Agent) by 11:00 a.m. on such Distribution Date. In the event that the Master
Servicer fails to make a required P&I Advance hereunder, the Paying Agent shall
notify the Trustee of such circumstances by 4:30 p.m. (New York City time) on
the related P&I Advance Date.

            (b) Subject to Sections 4.03(c) and (e) below, the amount of P&I
Advances to be made by the Master Servicer with respect to any Distribution Date
and each Mortgage Loan shall be equal to: (i) the Monthly Payments (net of
related Servicing Fees) other than Balloon Payments, that were due during the
related Due Period and delinquent as of the close of business on the Business
Day preceding the related P&I Advance Date (or not advanced by the Master
Servicer or any Sub-Servicer on behalf of the Master Servicer) and (ii) with
respect to each Mortgage Loan as to which the related Balloon Payment was due
during or prior to the related Due Period and was delinquent as of the end of
the related Due Period (including any REO Loan as to which the Balloon Payment
would have been past due), an amount equal to the Assumed Scheduled Payment
therefor. Subject to subsection (c) below, the obligation of the Master Servicer
to make such P&I Advances is mandatory, and with respect to any Mortgage Loan or
REO Loan, shall continue until the Distribution Date on which the proceeds, if
any, received in connection with a Liquidation Event or the disposition of the
REO Property, as the case may be, with respect thereto are to be distributed. No
P&I Advances shall be made with respect to a Companion Loan.

            (c) In connection with the recovery of any P&I Advance out of the
Certificate Account, pursuant to Section 3.05(a), the Master Servicer shall be
entitled to pay the Trustee and itself (in that order of priority) as the case
may be out of any amounts then on deposit in the Certificate Account, interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of
such P&I Advance from the date made to but not including the date of
reimbursement; provided, however, that no interest will accrue on any P&I
Advance (i) made with respect to a Mortgage Loan until after the related Due
Date has passed and any applicable grace period has expired or (ii) if the
related Monthly Payment is received after the Determination Date but on or prior
to the related P&I Advance Date. The Master Servicer shall reimburse itself
and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.19 of this Agreement, as soon as practicably possible after funds
available for such purpose are deposited in the Certificate Account.

            (d) Notwithstanding the foregoing, (i) neither the Master Servicer
nor the Trustee shall make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest or Penalty Charges and (ii) if an Appraisal Reduction
has been made with respect to any Mortgage Loan then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of
such Mortgage Loan for the related Distribution Date shall be reduced (it being
herein acknowledged that there shall be no reduction in the principal portion of
such P&I Advance) to equal the product of (x) the amount of the interest portion
of such P&I Advance for such Mortgage Loan for such Distribution Date without
regard to this subsection (ii), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction, if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date. For
purposes of the immediately preceding sentence, the Monthly Payment due on the
Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment
for the related Distribution Date.

            (e) In no event shall either the Master Servicer or the Trustee be
required to make a P&I Advance with respect to any Companion Loan.

            (f) None of the Master Servicer, the Paying Agent or the Trustee
shall advance any amount due to be paid by the Swap Counterparty for
distribution to the Class A-2FL Certificates.

            Section 4.04 Allocation of Collateral Support Deficit. (a) On each
Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01 and the allocation of Certificate Deferred
Interest pursuant to Section 4.06, the Paying Agent shall calculate the amount,
if any, by which (i) the aggregate Stated Principal Balance (for purposes of
this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that
were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are
not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans
and any REO Loans, expected to be outstanding immediately following such
Distribution Date, is less than (ii) the then aggregate Certificate Balance of
the Regular Certificates (other than the Class A-2FL Certificates) and the Class
A-2FL Regular Interest after giving effect to distributions of principal on such
Distribution Date and the allocation of Certificate Deferred Interest pursuant
to Section 4.06 (any such deficit, the "Collateral Support Deficit"). Any
allocation of Collateral Support Deficit to a Class of Regular Certificates
(other than the Class A-2FL Certificates) and the Class A-2FL Regular Interest
shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Collateral Support Deficit allocated to the Class A-2FL Regular
Interest shall result in a corresponding reduction of the Certificate Balance of
the Class A-2FL Certificates. Any Collateral Support Deficit allocated to a
Class of Regular Certificates (or, in the case of the Class A-2FL Certificates,
an amount corresponding to any Collateral Support Deficit allocated to the Class
A-2FL Regular Interest, as applicable) shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Collateral Support Deficit shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates
(or, in the case of the Class A-2FL Certificates, an amount corresponding to any
Collateral Support Deficit allocated to the Class A-2FL Regular Interest) in
respect of which any such reimbursement is made. To the extent any
Nonrecoverable Advances (plus interest thereon) that were reimbursed from
principal collections on the Mortgage Loans and previously resulted in a
reduction of the Principal Distribution Amount, Loan Group 1 Principal
Distribution Amount or Loan Group 2 Principal Distribution Amount are
subsequently recovered on the related Mortgage Loan, the amount of such recovery
will be added to the Certificate Balance of the Class or Classes of Certificates
or Class A-2FL Regular Interest that previously were allocated Collateral
Support Deficit, in sequential order, in each case up to the amount of the
unreimbursed Collateral Support Deficit allocated to such Class of Certificates
or Class A-2FL Regular Interest. If the Certificate Balance of any Class of
Certificates or Class A-2FL Regular Interest is so increased, the amount of
unreimbursed Collateral Support Deficit of such Class of Certificates or Class
A-2FL Regular Interest shall be decreased by such amount.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates (other than the Class A-2FL Certificates) and the Class
A-2FL Regular Interest will be reduced without distribution, as a write-off to
the extent of any Collateral Support Deficit, if any, allocable to such
Certificates or Class A-2FL Regular Interest, as applicable, with respect to
such Distribution Date. Any such write-off shall be allocated first to the Class
NR Certificates; second to the Class P Certificates; third to the Class N
Certificates; fourth to the Class M Certificates; fifth to the Class L
Certificates; sixth to the Class K Certificates; seventh to the Class J
Certificates; eighth to the Class H Certificates; ninth to the Class G
Certificates; tenth to the Class F Certificates; eleventh to the Class E
Certificates; twelfth to the Class D Certificates; thirteenth to the Class C
Certificates; fourteenth to the Class B Certificates; fifteenth to the Class A-J
Certificates; sixteenth to the Class A-M Certificates and seventeenth to the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates, Class A-SB Certificates and the Class A-1A Certificates and
Class A-2FL Regular Interest, pro rata (based upon their respective Certificate
Balances), until the remaining Certificate Balances of such Classes of
Certificates or the Class A-2FL Regular Interest, as applicable, have been
reduced to zero.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates (other than the Class A-2FL, Class
X, Class R, Class LR and Class S Certificates) or Class A-2FL Regular Interest
pursuant to Section 4.04(b) with respect to such Distribution Date shall reduce
the Lower-Tier Principal Amount of the Related Uncertificated Lower-Tier
Interest with respect thereto as a write-off (in the case of (i) the Class A-1
Certificates, first, to the Class LA-1-1 Uncertificated Interest, second, to the
Class LA-1-2 Uncertificated Interest, third, to the Class LA-1-3 Uncertificated
Interest, and fourth, to the Class LA-1-4 Uncertificated Interest, in each case,
until reduced to zero, (ii) the Class A-1A Certificates, first, to the Class
LA-1A-1 Uncertificated Interest, second, to the Class LA-1A-2 Uncertificated
Interest, third, to the Class LA-1A-3 Uncertificated Interest, fourth, to the
Class LA-1A-4 Uncertificated Interest, fifth, to the Class LA-1A-5
Uncertificated Interest, sixth, to the Class LA-1A-6 Uncertificated Interest,
seventh, to the Class LA-1A-7 Uncertificated Interest, eighth, to the Class
LA-1A-8 Uncertificated Interest, ninth, to the Class LA-1A-9 Uncertificated
Interest, tenth, to the Class LA-1A-10 Uncertificated Interest, eleventh, to the
Class LA-1A-11 Uncertificated Interest, twelfth, to the Class LA-1A-12
Uncertificated Interest, thirteenth, to the Class LA-1A-13 Uncertificated
Interest, fourteenth, to the Class LA-1A-14 Uncertificated Interest, and
fifteenth, to the Class LA-1A-15 Uncertificated Interest, in each case, until
reduced to zero, (iii) the Class A-2 Certificates, first, to the Class LA-2-1
Uncertificated Interest, second, to the Class LA-2-2 Uncertificated Interest,
third, to the Class LA-2-3 Uncertificated Interest, fourth, to the Class LA-2-4
Uncertificated Interest, fifth, to the Class LA-2-5 Uncertificated Interest, and
sixth, to the Class A-2-6 Uncertificated Interest, in each case, until reduced
to zero, (iv) the Class A-2FL Regular Interest, first, to the Class LA-2FL-1
Uncertificated Interest, second, to the Class LA-2FL-2 Uncertificated Interest,
third, to the Class LA-2FL-3 Uncertificated Interest, fourth, to the Class
LA-2FL-4 Uncertificated Interest, fifth, to the Class LA-2FL-5 Uncertificated
Interest, and sixth, to the Class LA-2FL-6 Uncertificated Interest, in each
case, until reduced to zero, (v) the Class A-3 Certificates, first, to the Class
LA--1 Uncertificated Interest, and second, to the Class LA-3-2 Uncertificated
Interest, in each case, until reduced to zero, (vi) the Class A-4 Certificates,
first, to the Class LA-4-1 Uncertificated Interest, second, to the Class LA-4-2
Uncertificated Interest, third, to the Class LA-4-3 Uncertificated Interest,
fourth, to the Class LA-4-4 Uncertificated Interest, fifth, to the Class LA-4-5
Uncertificated Interest and sixth, to the Class LA-4-6 Uncertificated Interest,
in each case, until reduced to zero, (vii) the Class A-SB Certificates, first,
to the Class LA-SB-1 Uncertificated Interest, second, to the Class LA-SB-2
Uncertificated Interest, third, to the Class LA-SB-3 Uncertificated Interest,
fourth, to the Class LA-SB-4 Uncertificated Interest, fifth, to the Class
LA-SB-5 Uncertificated Interest, and sixth, to the Class LA-SB-6 Uncertificated
Interest, in each case, until reduced to zero, (viii) the Class D Certificates,
first, to the Class LD-1 Uncertificated Interest, second, to the Class LD-2
Uncertificated Interest and third, to the Class LD-3 Uncertificated Interest,
(ix) the Class E Certificates, first, to the Class LE-1 Uncertificated Interest,
second, to the Class LE-2 Uncertificated Interest, and third, to the Class LE-3
Uncertificated Interest, in each case, until reduced to zero, (x) the Class F
Certificates, first, to the Class LF-1 Uncertificated Interest, second, to the
Class LF-2 Uncertificated Interest, and third, to the Class LF-3 Uncertificated
Interest, in each case, until reduced to zero, (xi) the Class G Certificates,
first, to the Class LG-1 Uncertificated Interest, and second, to the Class LG-2
Uncertificated Interest, in each case, until reduced to zero, (xii) the Class H
Certificates, first, to the Class LH-1 Uncertificated Interest, second, to the
Class LH-2 Uncertificated Interest and third, to the Class LH-3 Uncertificated
Interest, in each case, until reduced to zero, and (xiii) the Class K
Certificates, first, to the Class LK-1 Uncertificated Interest, and second, to
the Class LK-2 Uncertificated Interest, in each case, until reduced to zero.

            Section 4.05 Appraisal Reductions. The aggregate Appraisal Reduction
will be allocated by the Paying Agent on each Distribution Date, only for
purposes of determining the amount of P&I Advances with respect to the related
Mortgage Loan, to the Certificate Balance of the Class NR, Class P, Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C and Class B Certificates, the Class A-J Certificates and then the Class
A-M Certificates in that order, up to the amount of their respective Certificate
Balances. On any Distribution Date, an Appraisal Reduction that otherwise would
be allocated to a Class of Certificates will be allocated to the next most
subordinate Class to the extent that the Certificate Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction into account) is less than the Appraisal Reduction for such
Distribution Date.

            With respect to any AB Mortgage Loan, Appraisal Reductions will be
calculated based on the aggregate outstanding principal balance of such AB
Mortgage Loan and the related Companion Loan. Any resulting Appraisal Reductions
will be allocated to the related Companion Loan up to the principal amount of
such Companion Loan prior to being allocated to the AB Mortgage Loan.

            Section 4.06 Certificate Deferred Interest. (a) On each Distribution
Date, the amount of interest distributable to a Class of Certificates (other
than the Class A-2FL, Class X, Class S, Class R and Class LR Certificates) and
the Class A-2FL Regular Interest shall be reduced by an amount equal to the
amount of Mortgage Deferred Interest for all Mortgage Loans for the Due Dates
occurring in the related Due Period allocated to such Class of Certificates or
Class A-2FL Regular Interest, as applicable, such Mortgage Deferred Interest to
be allocated first, to the Class NR Certificates; second, to the Class P
Certificates; third, to the Class N Certificates; fourth, to the Class M
Certificates; fifth, to the Class L Certificates; sixth, to the Class K
Certificates; seventh, to the Class J Certificates; eighth, to the Class H
Certificates; ninth, to the Class G Certificates; tenth, to the Class F
Certificates; eleventh, to the Class E Certificates; twelfth, to the Class D
Certificates; thirteenth, to the Class C Certificates; fourteenth, to the Class
B Certificates; fifteenth, to the Class A-J Certificates; sixteenth, to the
Class A-M Certificates and then pro rata (based upon Accrued Certificate
Interest) to the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4 and
Class A-SB Certificates and the Class A-2FL Regular Interest, in each case up to
the respective Accrued Certificate Interest for each such Class of Certificates
for such Distribution Date. Certificate Deferred Interest allocated to the Class
A-2FL Regular Interest will, by virtue of such allocation, be allocated to the
Class A-2FL Certificates.

            (b) On each Distribution Date, the Certificate Balances of the Class
A-1 Certificates, Class A-2 Certificates, Class A-2FL Regular Interest (and
correspondingly the Class A-2FL Certificates), Class A-3 Certificates, Class A-4
Certificates, Class A-SB Certificates, Class A-1A Certificates, Class A-M
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates, Class K
Certificates, Class L Certificates, Class M Certificates, Class N Certificates,
Class P Certificates and Class NR Certificates shall be increased by the amount
of the Certificate Deferred Interest allocated to such Class of Certificates or
the Class A-2FL Regular Interest, as applicable, on such Distribution Date
pursuant to Section 4.06(a) above. On each Distribution Date the Certificate
Deferred Interest allocated to the Related Uncertificated Lower-Tier Interest
(in the case of (i) the Class A-1 Certificates, first, to the Class LA-1-1
Uncertificated Interest, second, to the Class LA-1-2 Uncertificated Interest,
third, to the Class LA-1-3 Uncertificated Interest, and fourth, to the Class
LA-1-4 Uncertificated Interest, in each case, until reduced to zero, (ii) the
Class A-1A Certificates, first, to the Class LA-1A-1 Uncertificated Interest,
second, to the Class LA-1A-2 Uncertificated Interest, third, to the Class
LA-1A-3 Uncertificated Interest, fourth, to the Class LA-1A-4 Uncertificated
Interest, fifth, to the Class LA-1A-5 Uncertificated Interest, sixth, to the
Class LA-1A-6 Uncertificated Interest, seventh, to the Class LA-1A-7
Uncertificated Interest, eighth, to the Class LA-1A-8 Uncertificated Interest,
ninth, to the Class LA-1A-9 Uncertificated Interest, tenth, to the Class
LA-1A-10 Uncertificated Interest, eleventh, to the Class LA-1A-11 Uncertificated
Interest, twelfth, to the Class LA-1A-12 Uncertificated Interest, thirteenth, to
the Class LA-1A-13 Uncertificated Interest, fourteenth, to the Class LA-1A-14
Uncertificated Interest, and fifteenth, to the Class LA-1A-15 Uncertificated
Interest, in each case, until reduced to zero, (iii) the Class A-2 Certificates,
first, to the Class LA-2-1 Uncertificated Interest, second, to the Class LA-2-2
Uncertificated Interest, third, to the Class LA-2-3 Uncertificated Interest,
fourth, to the Class LA-2-4 Uncertificated Interest, fifth, to the Class LA-2-5
Uncertificated Interest, and sixth, to the Class LA-2-6 Uncertificated Interest,
in each case, until reduced to zero, (iv) the Class A-2FL Regular Interest,
first, to the Class LA-2FL-1 Uncertificated Interest, second, to the Class
LA-2FL-2 Uncertificated Interest, third, to the Class LA-2FL-3 Uncertificated
Interest, fourth, to the Class LA-2FL-4 Uncertificated Interest, fifth, to the
Class LA-2FL-5 Uncertificated Interest, and sixth, to the Class LA-2FL-6
Uncertificated Interest, in each case, until reduced to zero, (v) the Class A-3
Certificates, first, to the Class LA-3-1 Uncertificated Interest, and second, to
the Class LA-3-2 Uncertificated Interest, in each case, until reduced to zero,
(vi) the Class A-4 Certificates, first, to the Class LA-4-1 Uncertificated
Interest, second, to the Class LA-4-2 Uncertificated Interest, third, to the
Class LA-4-3 Uncertificated Interest, fourth, to the Class LA-4-4 Uncertificated
Interest, fifth, to the Class LA-4-5 Uncertificated Interest and sixth, to the
Class LA-4-6 Uncertificated Interest, in each case, until reduced to zero, (vii)
the Class A-SB Certificates, first, to the Class LA-SB-1 Uncertificated
Interest, second, to the Class LA-SB-2 Uncertificated Interest, third, to the
Class LA-SB-3 Uncertificated Interest, fourth, to the Class LA-SB-4
Uncertificated Interest, fifth, to the Class LA-SB-5 Uncertificated Interest,
and sixth, to the Class LA-SB-6 Uncertificated Interest, in each case, until
reduced to zero, (viii) the Class D Certificates, first, to the Class LD-1
Uncertificated Interest, second, to the Class LD-2 Uncertificated Interest and
third, to the Class LD-3 Uncertificated Interest, (ix) the Class E Certificates,
first, to the Class LE-1 Uncertificated Interest, second, to the Class LE-2
Uncertificated Interest, and third, to the Class LE-3 Uncertificated Interest,
in each case, until reduced to zero, (x) the Class F Certificates, first, to the
Class LF-1 Uncertificated Interest, second, to the Class LF-2 Uncertificated
Interest, and third, to the Class LF-3 Uncertificated Interest, in each case,
until reduced to zero, (xi) the Class G Certificates, first, to the Class LG-1
Uncertificated Interest, and second, to the Class LG-2 Uncertificated Interest,
in each case, until reduced to zero, (xii) the Class H Certificates, first, to
the Class LH-1 Uncertificated Interest, second, to the Class LH-2 Uncertificated
Interest and third, to the Class LH-3 Uncertificated Interest, in each case,
until reduced to zero and (xiii) the Class K Certificates, first, to the Class
LK-1 Uncertificated Interest, and second, to the Class LK-2 Uncertificated
Interest, in each case, until reduced to zero).

            (c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section
4.06(a) to a Class of Certificates or the Class A-2FL Regular Interest, as
applicable, shall be allocated in reduction of the amount of interest
distributable to the Related Uncertificated Lower-Tier Interest with respect
thereto (in the case of (i) the Class A-1 Certificates, first, to the Class
LA-1-1 Uncertificated Interest, second, to the Class LA-1-2 Uncertificated
Interest, third, to the Class LA-1-3 Uncertificated Interest, and fourth, to the
Class LA-1-4 Uncertificated Interest, in each case, until reduced to zero, (ii)
the Class A-1A Certificates, first, to the Class LA-1A-1 Uncertificated
Interest, second, to the Class LA-1A-2 Uncertificated Interest, third, to the
Class LA-1A-3 Uncertificated Interest, fourth, to the Class LA-1A-4
Uncertificated Interest, fifth, to the Class LA-1A-5 Uncertificated Interest,
sixth, to the Class LA-1A-6 Uncertificated Interest, seventh, to the Class
LA-1A-7 Uncertificated Interest, eighth, to the Class LA-1A-8 Uncertificated
Interest, ninth, to the Class LA-1A-9 Uncertificated Interest, tenth, to the
Class LA-1A-10 Uncertificated Interest, eleventh, to the Class LA-1A-11
Uncertificated Interest, twelfth, to the Class LA-1A-12 Uncertificated Interest,
thirteenth, to the Class LA-1A-13 Uncertificated Interest, fourteenth, to the
Class LA-1A-14 Uncertificated Interest, and fifteenth, to the Class LA-1A-15
Uncertificated Interest, in each case, until reduced to zero, (iii) the Class
A-2 Certificates, first, to the Class LA-2-1 Uncertificated Interest, second, to
the Class LA-2-2 Uncertificated Interest, third, to the Class LA-2-3
Uncertificated Interest, fourth, to the Class LA-2-4 Uncertificated Interest,
fifth, to the Class LA-2-5 Uncertificated Interest, and sixth, to the Class
LA-2-6 Uncertificated Interest, in each case, until reduced to zero, (iv) the
Class A-2FL Regular Interest, first, to the Class LA-2FL-1 Uncertificated
Interest, second, to the Class LA-2FL-2 Uncertificated Interest, third, to the
Class LA-2FL-3 Uncertificated Interest, fourth, to the Class LA-2FL-4
Uncertificated Interest, fifth, to the Class LA-2FL-5 Uncertificated Interest,
and sixth, to the Class LA-2FL-6 Uncertificated Interest, in each case, until
reduced to zero, (v) the Class A-3 Certificates, first, to the Class LA-3-1
Uncertificated Interest, and second, to the Class LA-3-2 Uncertificated
Interest, in each case, until reduced to zero, (vi) the Class A-4 Certificates,
first, to the Class LA-4-1 Uncertificated Interest, second, to the Class LA-4-2
Uncertificated Interest, third, to the Class LA-4-3 Uncertificated Interest,
fourth, to the Class LA-4-4 Uncertificated Interest, fifth, to the Class LA-4-5
Uncertificated Interest and sixth, to the Class LA-4-6 Uncertificated Interest,
in each case, until reduced to zero, (vii) the Class A-SB Certificates, first,
to the Class LA-SB-1 Uncertificated Interest, second, to the Class LA-SB-2
Uncertificated Interest, third, to the Class LA-SB-3 Uncertificated Interest,
fourth, to the Class LA-SB-4 Uncertificated Interest, fifth, to the Class
LA-SB-5 Uncertificated Interest, and sixth, to the Class LA-SB-6 Uncertificated
Interest, in each case, until reduced to zero, (viii) the Class D Certificates,
first, to the Class LD-1 Uncertificated Interest, second, to the Class LD-2
Uncertificated Interest and third, to the Class LD-3 Uncertificated Interest,
(ix) the Class E Certificates, first, to the Class LE-1 Uncertificated Interest,
second, to the Class LE-2 Uncertificated Interest, and third, to the Class LE-3
Uncertificated Interest, in each case, until reduced to zero, (x) the Class F
Certificates, first, to the Class LF-1 Uncertificated Interest, second, to the
Class LF-2 Uncertificated Interest, and third, to the Class LF-3 Uncertificated
Interest, in each case, until reduced to zero, (xi) the Class G Certificates,
first, to the Class LG-1 Uncertificated Interest, and second, to the Class LG-2
Uncertificated Interest, in each case, until reduced to zero, (xii) the Class H
Certificates, first, to the Class LH-1 Uncertificated Interest, second, to the
Class LH-2 Uncertificated Interest and third, to the Class LH-3 Uncertificated
Interest, in each case, until reduced to zero, and (xiii) the Class K
Certificates, first, to the Class LK-1 Uncertificated Interest, and second, to
the Class LK-2 Uncertificated Interest, in each case, until reduced to zero);
provided, that no such allocation shall be made in respect of the portion of
such interest representing the related Class X-1 Strip Rate or Class X-2 Strip
Rate). On each Distribution Date, to the extent provided in Section 4.06(b) with
respect to the Related Certificates, Certificate Deferred Interest will be added
to the Lower-Tier Principal Amount of the Uncertificated Lower-Tier Interests in
the same manner as the interest thereon was reduced pursuant to the preceding
sentence.

            Section 4.07 Grantor Trust Reporting. The parties intend that the
portion of the Trust Fund constituting the Grantor Trust, which consists of (i)
the Excess Interest allocable to the Mortgage Loans, proceeds thereof held in
the Certificate Account pertaining to the Excess Interest allocable to the
Mortgage Loans and the Excess Interest Distribution Account and (ii) the Class
A-2FL Regular Interest, the Swap Contract, the Floating Rate Account and
proceeds thereof, shall constitute, and that the affairs of the Trust Fund
(exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) 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 furtherance of such intention, the Paying
Agent shall (A) file, or cause to be filed, Internal Revenue Service Form 1041
or such other form as may be applicable with the Internal Revenue Service, (B)
furnish, or cause to be furnished, to the Class S Certificateholders, their
allocable share of income with respect to Excess Interest accrued or received,
as applicable, and (C) furnish, or cause to be furnished, to the Class A-2FL
Certificateholders, their allocable share of income and expense with respect to
the Class A-2FL Regular Interest and the Swap Contract, each in the time or
times and in the manner required by the Code.

                               [End of Article IV]

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. The Certificates will be
substantially in the respective forms annexed hereto as Exhibits A-1 through and
including A-28. The Certificates will be issuable in registered form only;
provided, however, that in accordance with Section 5.03 beneficial ownership
interests in the Regular Certificates shall initially be held and transferred
through the book-entry facilities of the Depository. The Class S, Class R and
Class LR Certificates will each be issuable in one or more registered,
definitive physical certificates (each, a "Definitive Certificate")
substantially in the form of Certificates of each Class and with such applicable
legends as are set forth in the Exhibits hereto corresponding to such Class.
Each Certificate will share ratably in all rights of the related Class. The
Class X Certificates will be issuable only in minimum Denominations of
authorized initial Notional Amount of not less than $[________] and in integral
multiples of $[________] in excess thereof. The Class A-2FL will be issuable
only in minimum Denominations of authorized initial Certificate Balance of not
less than $[________] and in integral multiples of $[________] in excess
thereof. The Offered Certificates (other than the Class X Certificates and the
Class A-2FL Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $[________], and in
integral multiples of $[________] in excess thereof. The Non-Registered
Certificates (other than the Class X-1, the Class S and the Residual
Certificates) will be issuable in minimum Denominations of authorized initial
Certificate Balance of not less than $[________], and in integral multiples of
$[________] in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class does not equal an integral multiple
of $[________], then a single additional Certificate of such Class may be issued
in a minimum denomination of authorized initial Certificate Balance or initial
Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $[________] that does not exceed such
amount. The Class S, Class R and Class LR Certificates will be issuable only in
one or more Definitive Certificates in denominations representing Percentage
Interests of not less than [20]%. With respect to any Certificate or any
beneficial interest in a Certificate, the "Denomination" thereof shall be (i)
the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Participants, as applicable, (ii) expressed in terms of initial
Certificate Balance or initial Notional Amount, as applicable, and (iii) be in
an authorized denomination, as set forth above. The Book-Entry Certificates will
be issued as one or more certificates registered in the name of a nominee
designated by the Depository, and Certificate Owners will hold interests in the
Book-Entry Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations as set forth in the above.
No Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.

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

            (b) [________] maintains an office and conducts certificate transfer
services at [________], Attention: [________].

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

            Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be maintained at
the office of the Certificate Registrar a Certificate Register in which, subject
to such reasonable regulations as the Certificate Registrar may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. [________] is hereby
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar may appoint, by a written instrument delivered to the
Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master
Servicer, any other bank or trust company to act as Certificate Registrar under
such conditions as the predecessor Certificate Registrar may prescribe, provided
that the predecessor Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment. The
Depositor, the Trustee, the Master Servicer and the Special Servicer shall have
the right to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register. The names
and addresses of all Certificateholders and the names and addresses of the
transferees of any Certificates shall be registered in the Certificate Register;
provided, however, in no event shall the Certificate Registrar be required to
maintain in the Certificate Register the names of Certificate Owners. The Person
in whose name any Certificate is so registered shall be deemed and treated as
the sole owner and Holder thereof for all purposes of this Agreement and the
Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the
Special Servicer and any agent of any of them shall not be affected by any
notice or knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at its office maintained at [________],[________], Attention:
[________] (the "Registrar Office") together with an assignment and transfer
(executed by the Holder or his duly authorized attorney). Subject to the
requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in
Denominations of a like aggregate Denomination as the Definitive Certificate
being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Section 5.02(e). Each Certificate surrendered for
registration of transfer shall be canceled, and the Certificate Registrar shall
hold such canceled Certificates in accordance with its standard procedures.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof or by the Initial Purchasers to [________]) is
to be made in reliance upon an exemption from the Securities Act, and under the
applicable state securities laws, then either:

                  (i) Rule 144A Book-Entry Certificate to Regulation S
            Book-Entry Certificate During the Restricted Period. If, during the
            Restricted Period, a Certificate Owner of an interest in a Rule 144A
            Book-Entry Certificate wishes at any time to transfer its beneficial
            interest in such Rule 144A Book-Entry Certificate to a Person who
            wishes to take delivery thereof in the form of a beneficial interest
            in a Regulation S Book-Entry Certificate, such Certificate Owner
            may, in addition to complying with all applicable rules and
            procedures of the Depository and Clearstream or Euroclear applicable
            to transfers by their respective participants (the "Applicable
            Procedures"), transfer or cause the transfer of such beneficial
            interest for an equivalent beneficial interest in the Regulation S
            Book-Entry Certificate only upon compliance with the provisions of
            this Section 5.02(b)(i). Upon receipt by the Certificate Registrar
            at its Registrar Office of (1) written instructions given in
            accordance with the Applicable Procedures from a Depository
            Participant directing the Certificate Registrar to credit or cause
            to be credited to another specified Depository Participant's account
            a beneficial interest in the Regulation S Book-Entry Certificate in
            an amount equal to the Denomination of the beneficial interest in
            the Rule 144A Book-Entry Certificate to be transferred, (2) a
            written order given in accordance with the Applicable Procedures
            containing information regarding the account of the Depository
            Participant (and the Euroclear or Clearstream account, as the case
            may be) to be credited with, and the account of the Depository
            Participant to be debited for, such beneficial interest, and (3) a
            certificate in the form of Exhibit K hereto given by the Certificate
            Owner that is transferring such interest, the Certificate Registrar,
            as custodian of the Book-Entry Certificates shall reduce the
            Denomination of the Rule 144A Book-Entry Certificate by the
            Denomination of the beneficial interest in the Rule 144A Book-Entry
            Certificate to be so transferred and, concurrently with such
            reduction, increase the Denomination of the Regulation S Book-Entry
            Certificate by the Denomination of the beneficial interest in the
            Rule 144A Book-Entry Certificate to be so transferred, and credit or
            cause to be credited to the account of the Person specified in such
            instructions (who shall be a Depository Participant acting for or on
            behalf of Euroclear or Clearstream, or both, as the case may be) a
            beneficial interest in the Regulation S Book-Entry Certificate
            having a Denomination equal to the amount by which the Denomination
            of the Rule 144A Book-Entry Certificate was reduced upon such
            transfer.

                  (ii) Rule 144A Book-Entry Certificate to Regulation S
            Book-Entry Certificate After the Restricted Period. If, after the
            Restricted Period, a Certificate Owner of an interest in a Rule 144A
            Book-Entry Certificate wishes at any time to transfer its beneficial
            interest in such Rule 144A Book-Entry Certificate to a Person who
            wishes to take delivery thereof in the form of a beneficial interest
            in a Regulation S Book-Entry Certificate, such holder may, in
            addition to complying with all Applicable Procedures, transfer or
            cause the transfer of such beneficial interest for an equivalent
            beneficial interest in a Regulation S Book-Entry Certificate only
            upon compliance with the provisions of this Section 5.02(b)(ii).
            Upon receipt by the Certificate Registrar at its Registrar Office of
            (1) written instructions given in accordance with the Applicable
            Procedures from a Depository Participant directing the Certificate
            Registrar to credit or cause to be credited to another specified
            Depository Participant's account a beneficial interest in the
            Regulation S Book-Entry Certificate in an amount equal to the
            Denomination of the beneficial interest in the Rule 144A Book-Entry
            Certificate to be transferred, (2) a written order given in
            accordance with the Applicable Procedures containing information
            regarding the account of the Depository Participant (and, in the
            case of a transfer pursuant to and in accordance with Regulation S,
            the Euroclear or Clearstream account, as the case may be) to be
            credited with, and the account of the Depository Participant to be
            debited for, such beneficial interest, and (3) a certificate in the
            form of Exhibit N hereto given by the Certificate Owner that is
            transferring such interest, the Certificate Registrar as custodian
            of the Book-Entry Certificates shall reduce the Denomination of the
            Rule 144A Book-Entry Certificate by the aggregate Denomination of
            the beneficial interest in the Rule 144A Book-Entry Certificate to
            be so transferred and, concurrently with such reduction, increase
            the Denomination of the Regulation S Book-Entry Certificate by the
            aggregate Denomination of the beneficial interest in the Rule 144A
            Book-Entry Certificate to be so transferred, and credit or cause to
            be credited to the account of the Person specified in such
            instructions (who shall be a Depository Participant acting for or on
            behalf of Euroclear or Clearstream, or both, as the case may be) a
            beneficial interest in the Regulation S Book-Entry Certificate
            having a Denomination equal to the amount by which the Denomination
            of the Rule 144A Book-Entry Certificate was reduced upon such
            transfer.

                  (iii) Regulation S Book-Entry Certificate to Rule 144A
            Book-Entry Certificate. If the Certificate Owner of an interest in a
            Regulation S Book-Entry Certificate wishes at any time to transfer
            its beneficial interest in such Regulation S Book-Entry Certificate
            to a Person who wishes to take delivery thereof in the form of a
            beneficial interest in the Rule 144A Book-Entry Certificate, such
            holder may, in addition to complying with all Applicable Procedures,
            transfer or cause the transfer of such beneficial interest for an
            equivalent beneficial interest in the Rule 144A Book-Entry
            Certificate only upon compliance with the provisions of this Section
            5.2(b)(iii). Upon receipt by the Certificate Registrar at its
            Registrar Office of (1) written instructions given in accordance
            with the Applicable Procedures from a Depository Participant
            directing the Certificate Registrar to credit or cause to be
            credited to another specified Depository Participant's account a
            beneficial interest in the Rule 144A Book-Entry Certificate in an
            amount equal to the Denomination of the beneficial interest in the
            Regulation S Book-Entry Certificate to be transferred, (2) a written
            order given in accordance with the Applicable Procedures containing
            information regarding the account of the Depository Participant to
            be credited with, and the account of the Depository Participant (or,
            if such account is held for Euroclear or Clearstream, the Euroclear
            or Clearstream account, as the case may be) to be debited for such
            beneficial interest, and (3) with respect to a transfer of a
            beneficial interest in the Regulation S Book-Entry Certificate for a
            beneficial interest in the related Rule 144A Book-Entry Certificate
            (i) during the Restricted Period, a certificate in the form of
            Exhibit O hereto given by the Certificate Owner, or (ii) after the
            Restricted Period, an Investment Representation Letter in the form
            of Exhibit C attached hereto from the transferee to the effect that
            such transferee is a Qualified Institutional Buyer (an "Investment
            Representation Letter"), the Certificate Registrar, as custodian of
            the Book-Entry Certificates, shall reduce the Denomination of the
            Regulation S Book-Entry Certificate by the Denomination of the
            beneficial interest in the Regulation S Book-Entry Certificate to be
            transferred, and, concurrently with such reduction, increase the
            Denomination of the Rule 144A Book-Entry Certificate by the
            aggregate Denomination of the beneficial interest in the Regulation
            S Book-Entry Certificate to be so transferred, and credit or cause
            to be credited to the account of the Person specified in such
            instructions (who shall be a Depository Participant acting for or on
            behalf of Euroclear or Clearstream, or both, as the case may be) a
            beneficial interest in the Rule 144A Book-Entry Certificate having a
            Denomination equal to the amount by which the Denomination of the
            Regulation S Book-Entry Certificate was reduced upon such transfer.

                  (iv) Transfers Within Regulation S Book-Entry Certificates
            During Restricted Period. If, during the Restricted Period, the
            Certificate Owner of an interest in a Regulation S Book-Entry
            Certificate wishes at any time to transfer its beneficial interest
            in such Certificate to a Person who wishes to take delivery thereof
            in the form of a Regulation S Book-Entry Certificate, such
            Certificate Owner may transfer or cause the transfer of such
            beneficial interest for an equivalent beneficial interest in such
            Regulation S Book-Entry Certificate only upon compliance with the
            provisions of this Section 5.02(b)(iv) and all Applicable
            Procedures. Upon receipt by the Certificate Registrar at its
            Registrar Office of (1) written instructions given in accordance
            with the Applicable Procedures from a Depository Participant
            directing the Certificate Registrar to credit or cause to be
            credited to another specified Depository Participant's account a
            beneficial interest in such Regulation S Book-Entry Certificate in
            an amount equal to the Denomination of the beneficial interest to be
            transferred, (2) a written order given in accordance with the
            Applicable Procedures containing information regarding the account
            of the Depository Participant to be credited with, and the account
            of the Depository Participant (or, if such account is held for
            Euroclear or Clearstream, the Euroclear or Clearstream account, as
            the case may be) to be debited for, such beneficial interest and (3)
            a certificate in the form of Exhibit P hereto given by the
            transferee, the Certificate Registrar, as custodian of the
            Book-Entry Certificates, shall debit the account of the transferring
            Regulation S Certificateholder and credit or cause to be credited to
            the account of the Person specified in such instructions (who shall
            be a Depository Participant acting for or on behalf of Euroclear or
            Clearstream, or both, as the case may be) a beneficial interest in
            the Regulation S Book-Entry Certificate having a Denomination equal
            to the amount specified in such instructions by which the account to
            be debited was reduced upon such transfer.

                  (v) Transfers of Book-Entry Certificates to Definitive
            Certificates. Any and all transfers from a Book-Entry Certificate to
            a transferee wishing to take delivery in the form of a Definitive
            Certificate will require the transferee to take delivery subject to
            the restrictions on the transfer of such Definitive Certificate
            described on the face of such Certificate, and such transferee
            agrees that it will transfer such Definitive Certificate only as
            provided therein and herein. No such transfer shall be made and the
            Certificate Registrar shall not register any such transfer unless
            such transfer is made in accordance with this Section 5.02(b)(v).

                        (A) Transfers of a beneficial interest in a Book-Entry
                  Certificate to an Institutional Accredited Investor will
                  require delivery of such Certificate to the transferee in the
                  form of a Definitive Certificate and the Certificate Registrar
                  shall register such transfer only if prior to the transfer (i)
                  two years have expired after the later of the Closing Date or
                  the last date on which the Depositor or any Affiliate thereof
                  held such Certificate, or (ii) such transferee furnishes to
                  the Certificate Registrar (1) an Investment Representation
                  Letter in the form of Exhibit C attached hereto to the effect
                  that the transfer is being made to an Institutional Accredited
                  Investor in accordance with an applicable exemption under the
                  Act, and (2) if required by the Certificate Registrar, an
                  opinion of counsel acceptable to the Certificate Registrar
                  that such transfer is in compliance with the Act.

                        (B) Transfers of a beneficial interest in a Book-Entry
                  Certificate to a Regulation S Investor wishing to take
                  delivery in the form of a Definitive Certificate will be
                  registered by the Certificate Registrar only if the transferor
                  has provided the Certificate Registrar with a certificate in
                  the form of Exhibit P attached hereto. Transfers of a
                  beneficial interest in a Book-Entry Certificate to a Qualified
                  Institutional Buyer wishing to take delivery in the form of a
                  Definitive Certificate will be registered by the Certificate
                  Registrar only if such transferee furnishes to the Certificate
                  Registrar an Investment Representation Letter in the form of
                  Exhibit C attached hereto to the effect that the transfer is
                  being made to a Qualified Institutional Buyer in accordance
                  with Rule 144A under the Act.

                        (C) Notwithstanding the foregoing, no transfer of a
                  beneficial interest in a Regulation S Book-Entry Certificate
                  to a Definitive Certificate pursuant to subparagraph (B) above
                  shall be made prior to the expiration of the Restricted
                  Period. Upon acceptance for exchange or transfer of a
                  beneficial interest in a Book-Entry Certificate for a
                  Definitive Certificate, as provided herein, the Certificate
                  Registrar shall endorse on the schedule affixed to the related
                  Book-Entry Certificate (or on a continuation of such schedule
                  affixed to such Book-Entry Certificate and made a part
                  thereof) an appropriate notation evidencing the date of such
                  exchange or transfer and a decrease in the Denomination of
                  such Book-Entry Certificate equal to the Denomination of such
                  Definitive Certificate issued in exchange therefor or upon
                  transfer thereof.

                  (vi) Transfers of Definitive Certificates to the Book-Entry
            Certificates. If a Holder of a Definitive Certificate (other than a
            Class S Certificate) wishes at any time to transfer such Certificate
            to a Person who wishes to take delivery thereof in the form of a
            beneficial interest in the related Regulation S Book-Entry
            Certificate or the related Rule 144A Book-Entry Certificate, such
            transfer may be effected only in accordance with the Applicable
            Procedures, and this Section 5.02(b)(vi). Upon receipt by the
            Certificate Registrar at the Registrar Office of (1) the Definitive
            Certificate to be transferred with an assignment and transfer
            pursuant to Section 5.02(d), (2) written instructions given in
            accordance with the Applicable Procedures from a Depository
            Participant directing the Certificate Registrar to credit or cause
            to be credited to another specified Depository Participant's account
            a beneficial interest in such Regulation S Book-Entry Certificate or
            such Rule 144A Book-Entry Certificate, as the case may be, in an
            amount equal to the Denomination of the Definitive Certificate to be
            so transferred, (3) a written order given in accordance with the
            Applicable Procedures containing information regarding the account
            of the Depository Participant (and, in the case of any transfer
            pursuant to Regulation S, the Euroclear or Clearstream account, as
            the case may be) to be credited with such beneficial interest, and
            (4) (x) if delivery is to be taken in the form of a beneficial
            interest in the Regulation S Book-Entry Certificate, a Regulation S
            Transfer Certificate from the transferor or (y) an Investment
            Representation Letter from the transferee to the effect that such
            transferee is a Qualified Institutional Buyer, if delivery is to be
            taken in the form of a beneficial interest in the Rule 144A
            Book-Entry Certificate, the Certificate Registrar shall cancel such
            Definitive Certificate, execute and deliver a new Definitive
            Certificate for the Denomination of the Definitive Certificate not
            so transferred, registered in the name of the Holder, and the
            Certificate Registrar, as custodian of the Book-Entry Certificates,
            shall increase the Denomination of the Regulation S Book-Entry
            Certificate or the Rule 144A Book-Entry Certificate, as the case may
            be, by the Denomination of the Definitive Certificate to be so
            transferred, and credit or cause to be credited to the account of
            the Person specified in such instructions (who, in the case of any
            increase in the Regulation S Book-Entry Certificate during the
            Restricted Period, shall be a Depository Participant acting for or
            on behalf of Euroclear or Clearstream, or both, as the case may be)
            a corresponding Denomination of the Rule 144A Book-Entry Certificate
            or the Regulation S Book-Entry Certificate, as the case may be.

            It is the intent of the foregoing that under no circumstances may an
Institutional Accredited Investor that is not a Qualified Institutional Buyer
take delivery in the form of a beneficial interest in a Book-Entry Certificate.

                  (vii) Transfers of Definitive Certificates to Definitive
            Certificates. Any and all transfers from a Definitive Certificate to
            a transferee wishing to take delivery in the form of a Definitive
            Certificate will require the transferee to take delivery subject to
            the restrictions on the transfer of such Definitive Certificate
            described on the face of such Certificate, and such transferee
            agrees that it will transfer such Definitive Certificate only as
            provided therein and herein. No such transfer shall be made and the
            Certificate Registrar shall not register any such transfer unless
            such transfer is made in accordance with procedures substantially
            consistent with those set forth in Section 5.02(b)(v), provided,
            however, that any such transfer of a Class S Certificate shall be
            made only to a transferee that is a Qualified Institutional Buyer.

                  (viii) An exchange of a beneficial interest in a Book-Entry
            Certificate for a Definitive Certificate or Certificates, an
            exchange of a Definitive Certificate or Certificates for a
            beneficial interest in the Book-Entry Certificate and an exchange of
            a Definitive Certificate or Certificates for another Definitive
            Certificate or Certificates (in each case, whether or not such
            exchange is made in anticipation of subsequent transfer, and in the
            case of the Book-Entry Certificates, so long as the Book-Entry
            Certificates remain outstanding and are held by or on behalf of the
            Depository), may be made only in accordance with this Section 5.02
            and in accordance with the rules of the Depository and Applicable
            Procedures.

            Any purported or attempted transfer of a Non-Registered Certificate
in violation of the provisions of this Section 5.02(b) shall be null and void ab
initio and shall vest no rights in any purported transferee.

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

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

                  THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES
                  NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE
                  EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS
                  AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
                  DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG
                  AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE
                  144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO
                  THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
                  CLASS S CERTIFICATE OR A RESIDUAL CERTIFICATE) TO AN
                  INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
                  501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
                  SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
                  REQUIREMENTS UNDER THE SECURITIES ACT, (d) (OTHER THAN WITH
                  RESPECT TO A CLASS S CERTIFICATE OR A RESIDUAL CERTIFICATE) IN
                  AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
                  OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E)
                  (OTHER THAN WITH RESPECT TO A CLASS S CERTIFICATE OR A
                  RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
                  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
                  SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND
                  DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
                  CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
                  OF THIS CERTIFICATE.

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

            (c) With respect to the ERISA Restricted Certificates and the Class
S Certificates, no sale, transfer, pledge or other disposition of any such
Certificate shall be made unless the Certificate Registrar shall have received
either (i) a representation letter from the proposed purchaser or transferee of
such Certificate substantially in the form of Exhibit F attached hereto, to the
effect that such proposed purchaser or transferee is not (a) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA or a plan
subject to Section 4975 of the Code, or a governmental plan (as defined in
Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA)
for which no election has been made under Section 410(d) of the Code subject to
any federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each, a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation
ss. 2510.3-101), other than, except in the case of the Class S Certificates, an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of Prohibited Transaction Class Exemption 95-60 or (ii)
if such Certificate, other than a Class S Certificate, which may be held only by
a person not described in (a) or (b) above, is presented for registration in the
name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a non-exempt
"prohibited transaction" within the meaning of ERISA, Section 4975 of the Code
or any Similar Law, and will not subject the Trustee, the Paying Agent, the
Certificate Registrar, the Master Servicer, the Special Servicer, the
Underwriters, the Initial Purchasers or the Depositor to any obligation or
liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Agreement.
The Certificate Registrar shall not register the sale, transfer, pledge or other
disposition of any ERISA Restricted Certificate or Class S Certificate unless
the Certificate Registrar has received either the representation letter
described in clause (i) above or in the case of an ERISA Restricted Certificate,
the Opinion of Counsel described in clause (ii) above. The costs of any of the
foregoing representation letters or Opinions of Counsel shall not be borne by
any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Underwriters, the Initial Purchasers, the Certificate
Registrar or the Trust Fund. Each Certificate Owner of an ERISA Restricted
Certificate or Class S Certificate shall be deemed to represent that it is not a
Person specified in clauses (a) or (b) above. Any transfer, sale, pledge or
other disposition of any ERISA Restricted Certificates or Class S Certificates
that would constitute or result in a prohibited transaction under ERISA, Section
4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to
the extent permitted under applicable law.

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

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

                        (A) (i) No Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Disqualified
                  Organization or agent thereof (including a nominee, middleman
                  or similar person) (an "Agent"), a Plan or a Person acting on
                  behalf of or investing the assets of a Plan, including any
                  entity whose underlying assets include Plan assets by reason
                  of investment in the entity by such Plan and the application
                  of Department of Labor Regulations ss. 2510.3-101 (such Plan
                  or Person, an "ERISA Prohibited Holder") or a Non-U.S. Person
                  and (ii) each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and in each case shall promptly notify the Master
                  Servicer, the Trustee and the Certificate Registrar of any
                  change or impending change to such status;

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

                        (C) Notwithstanding the delivery of a Transfer Affidavit
                  by a proposed Transferee under clause (b) above, if the
                  Certificate Registrar has actual knowledge that the proposed
                  Transferee is a Disqualified Organization or Agent thereof, an
                  ERISA Prohibited Holder or a Non-U.S. Person or is not a
                  Permitted Transferee, no Transfer of an Ownership Interest in
                  a Residual Certificate to such proposed Transferee shall be
                  effected; and

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

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

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

            (d) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Applicable Procedures, any Certificate Owner owning a beneficial interest in
a Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Definitive
Certificate shall not be valid unless made at the Registrar Office or at the
office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of 15 days preceding any Distribution Date.

            (e) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class A-1,
Class A-2, Class A-2FL, Class A-3, Class A-4, Class A-1A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class X-1 or
Class X-2 Certificates) or a beneficial interest in a Book-Entry Certificate
representing a Non-Registered Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant jurisdiction, then the Certificate Registrar shall have
the right to void such transfer, if permitted under applicable law, or to
require the investor to sell such Definitive Certificate or beneficial interest
in such Book-Entry Certificate to an Eligible Investor within 14 days after
notice of such determination and each Certificateholder by its acceptance of a
Certificate authorizes the Certificate Registrar to take such action.

            (f) The Certificate Registrar shall provide an updated copy of the
Certificate Register to the Trustee, the Paying Agent, the Master Servicer, the
Special Servicer and the Depositor upon written request.

            (g) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any transfer or exchange of any Certificate, the
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.

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

            Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
shall initially be issued as one or more Certificates registered in the name of
the depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in Section 5.02(d) above or
subsection (c) below, shall not be entitled to Definitive Certificates in
respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.

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

            (c) If (i)(A) the Depositor advises the Trustee, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Certificates and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee, the Paying
Agent and the Certificate Registrar in writing that it elects to terminate the
book-entry system through the Depository, the Paying Agent shall notify the
affected Certificate Owners, through the Depository with respect to all, any
Class or any portion of any Class of the Certificates or (iii) the Certificate
Registrar determines that Definitive Certificates are required in accordance
with the provisions of Section 5.03(e), of the occurrence of any such event and
of the availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates by the Depository or any custodian acting on behalf of the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, within 5 Business Days of
such request if made at the Registrar Office, or within 10 Business Days if made
at the office of a transfer agent (other than the Certificate Registrar), the
Definitive Certificates to the Certificate Owners identified in such
instructions. None of the Depositor, the Master Servicer, the Trustee, the
Paying Agent, the Special Servicer, the Authenticating Agent and the Certificate
Registrar shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered Holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            (d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

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

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

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

            (f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (g) If a Holder of a Definitive Certificate (other than a Definitive
Certificate that is a Class S Certificate) wishes at any time to transfer such
Certificate to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Book-Entry Certificate, such transfer may be effected
only in accordance with Applicable Procedures, Section 5.02(b) and this Section
5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of
(i) the Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), and all required items pursuant to Section
5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar as custodian of the Book-Entry Certificates shall increase the
Denomination of the related Book-Entry Certificate by the Denomination of the
Definitive Certificate to be so transferred, and credit or cause to be credited
to the account of the Person specified in such instructions a corresponding
Denomination of such Book-Entry Certificate.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
and the Authenticating Agent shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like Percentage Interest. Upon the issuance
of any new Certificate under this Section, the Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

            Section 5.05 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,
the Special Servicer, the Paying Agent, the Trustee, the Certificate Registrar
and any agents of any of them may treat the person in whose name such
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, except as and to the extent provided in the definition of
"Certificateholder," and none of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Certificate Registrar and any agent
of any of them shall be affected by notice to the contrary except as provided in
Section 5.02(d).

            Section 5.06 Certificate Ownership Certification. To the extent that
under the terms of this Agreement, it is necessary to determine whether any
Person is a Certificate Owner, the Paying Agent shall make such determination
based on a certificate of such Person which shall be addressed to the Paying
Agent and shall specify, in reasonable detail satisfactory to the Paying Agent,
such Person's name and address, the Class and Certificate Balance or Notional
Amount of the Regular Certificate beneficially owned, and any intermediaries
through which such Person's interest in such Regular Certificate is held (any
such certification, other than one which the Paying Agent shall refuse to
recognize pursuant to the following procedures, a "Certificate Ownership
Certification"); provided, however, that the Paying Agent shall not knowingly
recognize such Person as a Certificate Owner if such Person, to the actual
knowledge of a Responsible Officer of such party, acquired its interest in a
Regular Certificate in violation of the transfer restrictions herein, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Paying Agent from the Depository or any Depository
Participant with respect to the identity of a Certificate Owner; provided,
however, that to the extent the Paying Agent is required to obtain such
Certificate Owner information from the Depository or any Depository Participant,
the Paying Agent shall be reimbursed for any cost or expense in obtaining such
information from the Distribution Account. The Paying Agent may conclusively
rely on such Certificate Ownership Certification. The Master Servicer will only
be required to acknowledge the status of any Person as a Certificateholder or
Certificate Owner to the extent that the Paying Agent, at the request of the
Master Servicer, identifies such Person as a Certificateholder or Certificate
Owner.

            Section 5.07 Appointment of Paying Agent.

            (a) [________] is hereby initially appointed Paying Agent to act on
the Trustee's behalf in accordance with the terms of this Agreement. If the
Paying Agent resigns or is terminated, the Trustee shall appoint a successor
Paying Agent which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Paying Agent hereunder which must be (i) a corporation,
national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers under this
Agreement, having a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authority (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "Aa3" by Moody's and
"A" by Fitch (or such entity as would not, as evidenced in writing by such
Rating Agency, result in the qualification, downgrading or withdrawal of any of
the ratings then assigned thereby to the Certificates).

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

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

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

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

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

                               [End of Article V]

                                   ARTICLE VI

                       THE DEPOSITOR, THE MASTER SERVICER,
                            THE SPECIAL SERVICER AND
                         THE DIRECTING CERTIFICATEHOLDER

            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 as a corporation under
the laws of the jurisdiction of its incorporation or organization, and each will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which may be limited to all or substantially
all of its assets related to commercial mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the 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 result in a withdrawal,
downgrading or qualification of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).

            Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master
Servicer, the Special Servicer and their respective Affiliates or any of the
directors, officers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for
any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, the Special
Servicer and their respective Affiliates or any such Person against any breach
of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicer and the Special
Servicer and their respective Affiliates and any director, officer, member,
manager, employee or agent of the Depositor, the Master Servicer or the Special
Servicer and their respective Affiliates may rely 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 (including in
its capacity as Companion Paying Agent), the Special Servicer and their
respective Affiliates and any director, officer, employee or agent of any of the
foregoing shall be indemnified and held harmless by the Trust against any and
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
incurred in connection with any legal action (whether in equity or at law) or
claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the
Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in
connection with any breach of a representation 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. Each
of the Master Servicer and the Special Servicer may rely, 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, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as
contemplated by and in accordance with this Agreement and reasonably believed or
in good faith believed by the Master Servicer or the Special Servicer to be
genuine and to have been signed or presented by the proper party or parties and
each of them may consult with counsel, in which case any written advice of
counsel 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 and in accordance with such advice or Opinion of
Counsel.

            (b) None of the Depositor, the Master Servicer and the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or
liability not recoverable from the Trust Fund; provided, however, that the
Depositor, the Master Servicer or the Special Servicer 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 and the
Special Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans and Companion Loans on deposit in the
Certificate Account, as provided by Section 3.05(a).

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Paying Agent and the Trust and any
director, officer, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any
willful misfeasance, bad faith or negligence of the 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 herein; provided that such indemnity shall not cover indirect or
consequential damages. The Trustee, the Paying Agent or the Depositor, as the
case may be, 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 Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case
may be, shall assume the defense of such claim (with counsel reasonably
satisfactory to the Trustee, the Paying Agent or the Depositor) 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
the Special Servicer, as the case may be, shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Master Servicer's, or the Special Servicer's, as the case may be,
defense of such claim is materially prejudiced thereby.

            (d) Each of the Trustee and the Paying Agent, respectively (and not
jointly and severally) agrees to indemnify the Master Servicer and the Special
Servicer and any director, officer, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misfeasance, bad faith or negligence of the
Trustee or the Paying Agent, respectively, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Paying Agent, respectively, of its duties and obligations
hereunder or by reason of breach of any representations or warranties made
herein; provided, that such indemnity shall not cover indirect or consequential
damages. The Master Servicer or the Special Servicer, as the case may be, shall
immediately notify the Trustee and the Paying Agent, respectively, if a claim is
made by a third party with respect to this Agreement, whereupon the Trustee or
the Paying Agent shall assume the defense of such claim (with counsel reasonably
satisfactory to the Master Servicer or the Special Servicer) 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 or the
Paying Agent shall not affect any rights any of the foregoing Persons may have
to indemnification under this Agreement or otherwise, unless the Trustee's or
the Paying Agent's defense of such claim is materially prejudiced thereby.

            (e) The Depositor agrees to indemnify the Master Servicer and the
Special Servicer and any director, officer, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misfeasance, bad faith or negligence of the
Depositor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Depositor of its duties and
obligations hereunder or by reason of breach of any representations or
warranties made herein; provided, that such indemnity shall not cover indirect
or consequential damages. The Master Servicer or the Special Servicer, as the
case may be, shall immediately notify the Depositor if a claim is made by a
third party with respect to this Agreement, whereupon the Depositor shall assume
the defense of such claim (with counsel reasonably satisfactory to the Master
Servicer or the Special Servicer) 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 and the termination or resignation of the Master Servicer, the
Trustee, the Paying Agent and the Special Servicer.

            Section 6.04 Depositor, Master Servicer and Special Servicer Not to
Resign. Subject to the provisions of Section 6.02, neither the Master Servicer
nor the Special Servicer shall resign from their respective obligations and
duties hereby imposed on each of them except upon (a) determination that such
party's duties hereunder are no longer permissible under applicable law or (b)
in the case of the Master Servicer, upon the appointment of, and the acceptance
of such appointment by, a successor Master Servicer and receipt by the Trustee
of written confirmation from each applicable Rating Agency that such resignation
and appointment will not cause such Rating Agency to downgrade, withdraw or
qualify any of the then current ratings assigned by such Rating Agency to any
Class of Certificates. Only the Master Servicer shall be permitted to resign
pursuant to clause (b) above. Any such determination permitting the resignation
of the Master Servicer or the Special Servicer pursuant to clause (a) above
shall be evidenced by an Opinion of Counsel (at the expense of the resigning
party) to such effect delivered to the Trustee and the Directing
Certificateholder. No such resignation by the Master Servicer or the Special
Servicer shall become effective until the Trustee or a successor Master Servicer
or successor Special Servicer, as applicable, shall have assumed the Master
Servicer's or Special Servicer's, as applicable, responsibilities and
obligations in accordance with Section 7.02. Upon any termination or resignation
of the Master Servicer hereunder, the Master Servicer shall have the right and
opportunity to appoint any successor Master Servicer with respect to this
Section 6.04, provided that such successor Master Servicer is approved by the
Directing Certificateholder, such approval not to be unreasonably withheld.

            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.

            Section 6.06 The Master Servicer and the Special Servicer as
Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer, the Special Servicer or an Affiliate thereof.

            Section 6.07 The Directing Certificateholder. The Directing
Certificateholder shall be entitled to advise (1) the Special Servicer with
respect to all Specially Serviced Mortgage Loans, (2) the Special Servicer and
the Master Servicer with respect to Non-Specially Serviced Mortgage Loans as to
which the Master Servicer must obtain the consent or deemed consent of the
Special Servicer, and (3) the Special Servicer with respect to all Mortgage
Loans for which an extension of maturity is being considered by the Special
Servicer or by the Master Servicer subject to consent or deemed consent of the
Special Servicer, and notwithstanding anything herein to the contrary, except as
set forth in, and in any event subject to, Section 3.08(f) and the third
paragraph of this Section 6.07, the Master Servicer or Special Servicer, as
applicable, shall not be permitted to take any of the following actions as to
which the Directing Certificateholder has objected in writing within ten (10)
Business Days of being notified thereof (provided that if such written objection
has not been received by the Master Servicer or the Special Servicer, as
applicable, within such ten (10) Business Day period, then the Directing
Certificateholder will be deemed to have waived its right to object):

                        (i) any proposed or actual foreclosure upon or
                  comparable conversion (which may include acquisitions of an
                  REO Property) of the ownership of properties securing such of
                  the Mortgage Loans as come into and continue in default;

                        (ii) any modification, consent to a modification or
                  waiver of a monetary term or material non-monetary term
                  (including, without limitation, the timing of payments and
                  acceptance of discounted payoffs) of a Mortgage Loan or any
                  extension of the maturity date of any Mortgage Loan;

                        (iii) any sale of a Defaulted Mortgage Loan or REO
                  Property (other than in connection with the termination of the
                  Trust Fund) for less than the applicable Purchase Price;

                        (iv) any determination to bring an REO Property into
                  compliance with applicable environmental laws or to otherwise
                  address Hazardous Materials located at an REO Property;

                        (v) any release of collateral or any acceptance of
                  substitute or additional collateral for a Mortgage Loan, or
                  any consent to either of the foregoing, other than required
                  pursuant to the specific terms of the related Mortgage Loan;

                        (vi) any waiver of a "due-on-sale" or
                  "due-on-encumbrance" clause with respect to a Mortgage Loan or
                  any consent to such waiver or consent to a transfer of the
                  Mortgaged Property or interests in the borrower or consent to
                  the incurrence of additional debt, other than any such
                  transfer or incurrence of debt as may be effected without the
                  consent of the lender under the related loan agreement;

                        (vii) any property management company changes or
                  franchise changes with respect to a Mortgage Loan for which
                  the Master Servicer is required to consent or approve;

                        (viii) releases of any escrows, reserve accounts or
                  letters of credit held as performance escrows or reserves,
                  other than those required pursuant to the specific terms of
                  the Mortgage Loans with no material lender discretion;

                        (ix) any acceptance of an assumption agreement releasing
                  a Mortgagor from liability under a Mortgage Loan other than
                  pursuant to the specific terms of such Mortgage Loan;

                        (x) any determination of an Acceptable Insurance
                  Default.

provided that, in the event that the Special Servicer or Master Servicer (in the
event the Master Servicer is otherwise authorized by this Agreement to take such
action), as applicable, determines that immediate action is necessary to protect
the interests of the Certificateholders (as a collective whole), the Special
Servicer or Master Servicer, as applicable may take any such action without
waiting for the Directing Certificateholder's response.

            In addition, the Directing Certificateholder, subject to any rights,
if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Loan Pair pursuant to the terms of the related
Intercreditor Agreement may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is
otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction, and no objection contemplated by the preceding
paragraph, may require or cause the Special Servicer to violate any provision of
any Mortgage Loan, applicable law, this Agreement or the REMIC Provisions,
including without limitation the Special Servicer's obligation to act in
accordance with the Servicing Standards, or expose the Master Servicer, the
Special Servicer, the Paying Agent, the Trust Fund or the Trustee to liability,
or materially expand the scope of the Special Servicer's responsibilities
hereunder or cause the Special Servicer to act, or fail to act, in a manner
which in the reasonable judgment of the Special Servicer is not in the best
interests of the Certificateholders.

            In the event the Special Servicer or Master Servicer, as applicable,
determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder would otherwise cause the Special
Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage
Loan, applicable law, of this Agreement, including without limitation, the
Servicing Standards, the Special Servicer or Master Servicer, as applicable,
shall disregard such refusal to consent or advise and notify the Directing
Certificateholder, the Trustee and the Rating Agencies of its determination,
including a reasonably detailed explanation of the basis therefor.

            The Directing Certificateholder shall have no liability to the Trust
Fund or the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the
Directing Certificateholder shall not be protected against any liability to the
Controlling Class Certificateholder that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder acknowledges and agrees that the Directing
Certificateholder may take actions that favor the interests of one or more
Classes of the Certificates including the Holders of the Controlling Class over
other Classes of the Certificates, and that the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that the Directing Certificateholder may act
solely in the interests of the Holders of the Controlling Class including the
Holders of the Controlling Class, that the Directing Certificateholder does not
have any duties or liability to the Holders of any Class of Certificates other
than the Controlling Class, that the Directing Certificateholder shall not be
liable to any Certificateholder, by reason of its having acted solely in the
interests of the Holders of the Controlling Class including the Holders of the
Controlling Class, and that the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.

                               [End of Article VI]

                                   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) (A) any failure by the Master Servicer to make any
                  deposit required to be made by the Master Servicer to the
                  Certificate Account on the day and by the time such deposit is
                  required to be made under the terms of this Agreement, which
                  failure is not remedied within one Business Day or (B) any
                  failure by the Master Servicer to deposit into, or remit to
                  the Paying Agent for deposit into, any Distribution Account
                  any amount required to be so deposited or remitted, which
                  failure is not remedied by 11:00 a.m. (New York City time) on
                  the relevant Distribution Date; or

                        (ii) any failure by the Special Servicer to deposit into
                  the REO Account, within two Business Days after such deposit
                  is required to be made or to remit to the Master Servicer for
                  deposit into the Certificate Account or to deposit into, or to
                  remit to the Paying Agent for deposit into, the Lower-Tier
                  Distribution Account any amount required to be so deposited or
                  remitted by the Special Servicer pursuant to, and at the time
                  specified by, the terms of this Agreement; or

                        (iii) any failure on the part of the Master Servicer or
                  the Special Servicer duly to observe or perform in any
                  material respect any of its other covenants or obligations
                  contained in this Agreement which continues unremedied for a
                  period of [30] days ([5] days in the case of the Master
                  Servicer's or Special Servicer's, as applicable, obligations
                  contemplated by Sections 3.13, 3.14 and 4.02(e) hereof (with
                  respect to any year that a report on Form 10-K is required to
                  be filed), [15] days in the case of the Master Servicer's
                  failure to make a Servicing Advance or [15] days in the case
                  of a failure to pay the premium for any insurance policy
                  required to be maintained hereunder) after the date on which
                  written notice of such failure, requiring the same to be
                  remedied, shall have been given (A) to the Master Servicer or
                  the Special Servicer, as the case may be, by any other party
                  hereto, or (B) to the Master Servicer or the Special Servicer,
                  as the case may be, with a copy to each other party to this
                  Agreement, by the Holders of Certificates evidencing
                  Percentage Interests aggregating not less than [25]%;
                  provided, however, if such failure is capable of being cured
                  and the Master Servicer or Special Servicer, as applicable, is
                  diligently pursuing such cure, such [30]-day period will be
                  extended an additional [30] days; or

                        (iv) any breach on the part of the 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 or Companion Holders 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 the Depositor, the
                  Paying Agent or the Trustee, or to the Master Servicer, the
                  Special Servicer, the Depositor, the Paying Agent and the
                  Trustee by the Holders of Certificates evidencing Percentage
                  Interests aggregating not less than [25]%; provided, however,
                  if such breach is capable of being cured and the Master
                  Servicer or Special Servicer, as applicable, is diligently
                  pursuing such cure, such [30]-day period will be extended an
                  additional 30 days; or

                        (v) a decree or order of a court or agency or
                  supervisory authority having jurisdiction in the premises in
                  an involuntary case under any present or future federal or
                  state bankruptcy, insolvency or similar law for the
                  appointment of a conservator, receiver, liquidator, trustee or
                  similar official in any bankruptcy, insolvency, readjustment
                  of debt, marshaling of assets and liabilities or similar
                  proceedings, or for the winding-up or liquidation of its
                  affairs, shall have been entered against the Master Servicer
                  or the Special Servicer and such decree or order shall have
                  remained in force undischarged, undismissed or unstayed for a
                  period of [60] days; or

                        (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 of 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) Moody's places its ratings of any Class of
                  Certificates on a "watch" status in contemplation of a ratings
                  downgrade or withdrawal, citing servicing or special servicing
                  concerns, as applicable, as the sole or a material factor in
                  such rating action and such "watch" status is not rescinded
                  within [60] days (or such longer period as would not, as
                  confirmed by Moody's in writing, result in a qualification,
                  downgrade or withdrawal of one or more ratings assigned by
                  such Rating Agency to the Certificates); or

                        (ix) Moody's downgrades the then current ratings of any
                  Class of Certificates, citing servicing or special servicing
                  concerns, as applicable, as the sole or a material factor in
                  such downgrade; or

                        (x) the applicable Master Servicer or the Special
                  Servicer is no longer listed on S&P's Select Servicer List as
                  a U.S. Commercial Mortgage Master Servicer or a U.S.
                  Commercial Mortgage Special Servicer, as applicable, and any
                  of the ratings assigned to the Certificates have been
                  qualified, downgraded or withdrawn in connection with such a
                  delisting; or

                        (xi) the Master Servicer, or any primary servicer or
                  Sub-Servicer appointed by the Master Servicer, shall fail to
                  deliver the items required to be delivered by such servicer
                  under Items 1122 and 1123 of Regulation AB by the time
                  provided for in Article XI of this Agreement.

            (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 or the Depositor may, and at the written direction (of the Directing
Certificateholder) or the Holders of Certificates entitled to at least 51% of
the Voting Rights, the Trustee shall, terminate, by notice in writing to the
Defaulting Party, with a copy of such notice to the Depositor, all of the rights
(subject to Section 3.11 and Section 6.03) and obligations of the Defaulting
Party under this Agreement and in and to the Mortgage Loans and the proceeds
thereof (other than as a Certificateholder or Companion Holder, if applicable);
provided, however, that the Defaulting Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and
expenses incurred. From and after the receipt by the Defaulting Party of such
written notice except as otherwise provided in this Article VII, all authority
and power of the Defaulting Party under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee with respect to a
termination of the Master Servicer or the Special Servicer 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 Mortgage Loans and
related documents, or otherwise. The Master Servicer and Special Servicer each
agree that if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than 20 Business Days subsequent to its
receipt of the notice of termination) provide the Trustee, with all documents
and records requested by it to enable it to assume the Master Servicer's or the
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer's or the
Special Servicer's, as the case may be, responsibilities and rights (subject to
Section 3.11 and Section 6.03) hereunder, including, without limitation, the
transfer within 5 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 Certificate Account or any Servicing Account (if it is
the Defaulting Party) or by the Special Servicer to the REO Account (if it is
the Defaulting Party) or thereafter be received with respect to the Mortgage
Loans or any REO Property (provided, however, that the Master Servicer and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b),
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances (in the case of the Special Servicer or the Master Servicer) or
otherwise, and it and its Affiliates and the directors, managers, officers,
members, employees and agents of it and its Affiliates shall continue to be
entitled to the benefits of Section 3.11 and Section 6.03 notwithstanding any
such termination).

            (c) If the Master Servicer receives notice of termination solely due
to an Event of Default under Section 7.01(b) solely due to an Event of Default
under Section 7.01(a)(viii) through (x) and if the Master Servicer to be
terminated pursuant to Section 7.01(b) provides the Trustee with the appropriate
"request for proposal" materials within five (5) Business Days following such
termination notice, then the Master Servicer shall continue to service as Master
Servicer hereunder until a successor Master Servicer is selected in accordance
with this Section 7.01(c). Upon receipt of the "request for proposal" materials,
Trustee shall promptly thereafter (using such "request for proposal" materials
provided by the Master Servicer pursuant to Section 7.01(b)) solicit good faith
bids for the rights to service the Mortgage Loans and Companion Loans under this
Agreement from at least three (3) Persons qualified to act as Master Servicer
hereunder in accordance with Sections 6.02 and 7.02 (any such Person so
qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders cannot be
located, then from as many persons as the Trustee can determine are Qualified
Bidders; provided that, at the Trustee's request, the Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than [three
(3)] or no Qualified Bidders submit bids for the right to service the Mortgage
Loans and Companion Loans under this Agreement. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, including but not limited to Section 3.11, within [45] days
after the notice of termination of the Master Servicer. The materials provided
to the Trustee shall provide for soliciting bids: (i) on the basis of such
successor Master Servicer retaining all Sub-Servicers to continue the primary
servicing of the Mortgage Loans and Companion Loans pursuant to the terms of the
respective Sub-Servicing Agreements (each, a "Servicing-Retained Bid"); and (ii)
on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that
it is permitted to terminate in accordance with Section 3.22 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash
Servicing-Released Bid) (the "Successful Bidder") to act as successor Master
Servicer hereunder; provided, however, that if the Trustee does not receive
confirmation in writing by each Rating Agency that the appointment of such
Successful Bidder as successor Master Servicer will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any class of Certificates within [10] days after the selection of such
Successful Bidder, then the Trustee shall repeat the bid process described above
(but subject to the above-described [45]-day time period) until such
confirmation is obtained. The Trustee shall direct the Successful Bidder to
enter into this Agreement as successor Master Servicer pursuant to the terms
hereof no later than [45] days after notice of the termination of the Master
Servicer.

            Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.11) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted (i) if the successful
bid was a Servicing-Retained Bid, to the Master Servicer to be terminated
pursuant to Section 7.01(b), the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

            The Master Servicer to be terminated pursuant to Section 7.01(b)
shall be responsible for all out-of-pocket expenses incurred in connection with
the attempt to sell its rights to service the Mortgage Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the
preceding paragraph.

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within the above-described time period or no
Successful Bidder was identified within the above-described time period, the
Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the
Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            (d) The Directing Certificateholder shall be entitled to terminate
the rights (subject to Section 3.11 and Section 6.03(d)) and obligations of the
Special Servicer under this Agreement, with or without cause, upon [ten (10)]
Business Days' notice to the Special Servicer, the Master Servicer, the Paying
Agent and the Trustee; such termination to be effective upon the appointment of
a successor Special Servicer meeting the requirements of this Section 7.01(d).
Upon a termination or resignation of such Special Servicer, the Directing
Certificateholder shall appoint a successor Special Servicer; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02 and
(ii) as evidenced in writing by each of the Rating Agencies, the proposed
successor of such Special Servicer will not, in and of itself, result in a
downgrading, withdrawal or qualification of the then-current ratings provided by
the Rating Agencies in respect to any Class of then outstanding Certificates
that is rated.

            (e) No penalty or fee shall be payable to the terminated Special
Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs and expenses of any such termination made without cause shall be paid by
the Holders of the Controlling Class.

            (f) The Master Servicer and Special Servicer shall, from time to
time, take all such reasonable actions as are required by them in accordance
with the related Servicing Standards in order to prevent the Certificates from
being placed on "watch" status or downgraded due to servicing or special
servicing concerns by any Rating Agency.

            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 Subsection (a) of the first sentence of Section 6.04 or
receives a notice of termination for cause pursuant to Section 7.01(b), and
provided that no acceptable successor has been appointed within the time period
specified in Section 7.01(c), the Trustee shall be the successor to the Master
Servicer or the Special Servicer, until such successor to the Special Servicer
is appointed by the Directing Certificateholder as provided in Section 7.01(d),
as applicable, in all respects in its capacity as Master Servicer or Special
Servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to, and have the benefit of, all of the rights,
(subject to Section 3.11 and Section 6.03) benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special
Servicer by the terms and provisions hereof; provided, however, that any failure
to perform such duties or responsibilities caused by the terminated party's
failure under Section 7.01 to provide information or moneys required hereunder
shall not be considered a default by such successor hereunder. The appointment
of a successor 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, as the case may be, shall not be
liable for any of the representations and warranties of the Master Servicer or
the Special Servicer, respectively, herein or in any related document or
agreement, for any acts or omissions of the predecessor Master Servicer or
Special Servicer or for any losses incurred by the predecessor Master Servicer
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to
purchase any Mortgage Loan hereunder solely as a result of its obligations as
successor Master Servicer or Special Servicer, as the case may be. Subject to
Section 3.11, as compensation therefor, the Trustee as successor Master Servicer
shall be entitled to the Servicing Fees and all fees relating to the Mortgage
Loans or Companion Loans which the Master Servicer would have been entitled to
if the Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section
3.06, and subject to Section 3.11, the Trustee as successor to the Special
Servicer shall be entitled to the Special Servicing Fees to which the Special
Servicer would have been entitled if the Special Servicer had continued to act
hereunder. Should the Trustee succeed to the capacity of the Master Servicer or
the Special Servicer, as the case may be, the Trustee shall be afforded the same
standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the
contrary, but only with respect to actions taken by it in its role as successor
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, or shall, if it is unable to so act, or if the Trustee is not
approved as a servicer by each Rating Agency, or if the Directing
Certificateholder or the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, promptly appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution which meets the criteria set forth in Section 6.04
and otherwise herein, as the successor to the Master Servicer or the Special
Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption in writing by
the successor to the Master Servicer or the Special Servicer of all its
responsibilities, duties and liabilities hereunder that arise thereafter and
upon Rating Agency confirmation, and which appointment has been approved by the
Directing Certificateholder, such approval not to be unreasonably withheld.
Pending 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 herein above provided. In
connection with such appointment and assumption of a successor to the Master
Servicer or Special Servicer as described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation 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.
The Trustee, the Master Servicer or the Special Servicer (whichever is not the
terminated party) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer, as applicable.

            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 Paying Agent shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five (5) days after the Paying Agent
would be deemed to have notice of the occurrence of such an event in accordance
with Section 8.02(vii), the Paying Agent shall transmit by mail to the Depositor
and all Certificateholders notice of such occurrence, unless such default shall
have been cured.

            Section 7.04 Waiver of Events of Default. The Holders of
Certificates representing at least 66(2)/3% of the Voting Rights allocated to
each Class of Certificates affected by any Event of Default hereunder may waive
such Event of Default within 20 days of the receipt of notice from the Paying
Agent of the occurrence of such Event of Default; provided, however, that an
Event of Default under clause (i) of Section 7.01(a) may be waived only by all
of the Certificateholders of the affected Classes. Upon any such waiver of an
Event of Default, such Event of Default shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. Upon any such waiver of an
Event of Default by Certificateholders, the Trustee shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action
taken with respect to such Event of Default prior to such waiver from the Trust
Fund. No such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.

            Section 7.05 Trustee as Maker of Advances. In the event that the
Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x)
within [five] Business Days following such failure by the Master Servicer with
respect to Servicing Advances resulting in an Event of Default under Section
7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has
actual knowledge of such failure with respect to such Servicing Advances and (y)
by noon, New York City time, on the related Distribution Date with respect to
P&I Advances pursuant to the Paying Agent's notice of failure pursuant to
Section 4.03(a) unless such failure has been cured. 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 Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused
by such Master Servicer's default in its obligations hereunder); provided,
however, that if Advances made by 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.

                              [End of Article VII]

                                  ARTICLE VIII

                   CONCERNING THE TRUSTEE AND THE PAYING AGENT

            Section 8.01 Duties of the Trustee and the Paying Agent. (a) The
Trustee and the Paying Agent, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs. Any permissive right of the Trustee and the Paying Agent
contained in this Agreement shall not be construed as a duty.

            (b) The Trustee or the Paying Agent, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee or the Paying Agent 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 or the Paying Agent shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Paying Agent 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 or another Person, and
accepted by the Trustee or the Paying Agent in good faith, pursuant to this
Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee or the Paying Agent from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct or bad faith; provided,
however, that:

                        (i) Prior to the occurrence of an Event of Default, and
                  after the curing of all such Events of Default which may have
                  occurred, the duties and obligations of the Trustee shall be
                  determined solely by the express provisions of this Agreement,
                  the Trustee shall not be liable except for the performance of
                  such duties and obligations as are specifically set forth in
                  this Agreement, no implied covenants or obligations shall be
                  read into this Agreement against the Trustee and, in the
                  absence of bad faith on the part of the Trustee, the Trustee
                  may conclusively rely, as to the truth of the statements and
                  the correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Agreement;

                        (ii) Neither the Trustee nor the Paying Agent shall be
                  liable for an error of judgment made in good faith by a
                  Responsible Officer or Responsible Officers of the Trustee or
                  the Paying Agent, respectively, unless it shall be proved that
                  the Trustee or the Paying Agent, respectively, was negligent
                  in ascertaining the pertinent facts; and

                        (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).

            (d) The Paying Agent shall promptly make available via its internet
website to the Companion Holders all reports that the Paying Agent has made
available to Certificateholders under this Agreement.

            Section 8.02 Certain Matters Affecting the Trustee and the Paying
Agent. Except as otherwise provided in Section 8.01:

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

                        (ii) The Trustee and the Paying Agent 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) Neither the Trustee nor the Paying Agent shall be
                  under any obligation to exercise any of the trusts or powers
                  vested in it by this Agreement or to make any investigation of
                  matters arising hereunder or to institute, conduct or defend
                  any litigation hereunder or in relation hereto at the request,
                  order or direction of any of the Certificateholders, pursuant
                  to the provisions of this Agreement, unless such
                  Certificateholders shall have offered to the Trustee or the
                  Paying Agent, as applicable, reasonable security or indemnity
                  against the costs, expenses and liabilities which may be
                  incurred therein or thereby; neither the Trustee nor the
                  Paying Agent shall 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) Neither the Trustee nor the Paying Agent shall 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, neither the Trustee nor the Paying Agent
                  shall be bound to make any investigation into the facts or
                  matters stated in any resolution, certificate, statement,
                  instrument, opinion, report, notice, request, consent, order,
                  approval, bond or other paper or document, unless requested in
                  writing to do so by Holders of Certificates entitled to at
                  least 50% of the Voting Rights; provided, however, that if the
                  payment within a reasonable time to the Trustee or the Paying
                  Agent 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 or the Paying Agent, respectively, not
                  reasonably assured to the Trustee or the Paying Agent by the
                  security afforded to it by the terms of this Agreement, the
                  Trustee or the Paying Agent, respectively, may require
                  reasonable indemnity from such requesting Holders against such
                  expense or liability as a condition to taking any such action.
                  The reasonable expense of every such reasonable examination
                  shall be paid by the requesting Holders;

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

                        (vii) For all purposes under this Agreement, the Trustee
                  shall not be deemed to have notice of any Event of Default
                  unless a Responsible Officer of the Trustee has actual
                  knowledge thereof or unless written notice of any event which
                  is in fact such a default is received by the Trustee at the
                  Corporate Trust Office, and such notice references the
                  Certificates or this Agreement; and

                        (viii) Neither the Trustee nor the Paying Agent shall be
                  responsible for any act or omission of the Master Servicer or
                  the Special Servicer (unless the Trustee is acting as Master
                  Servicer or Special Servicer, as the case may be in which case
                  the Trustee shall only be responsible for its own actions as
                  Master Servicer or Special Servicer) or of the Depositor.

            Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans. The recitals contained herein and
in the Certificates, other than the acknowledgments of the Trustee or the Paying
Agent in Sections 2.02 and 2.05 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Master Servicer or the
Special Servicer, as the case may be, and the Trustee or the Paying Agent assume
no responsibility for their correctness. Neither the Trustee nor the Paying
Agent makes any representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature, if any, of the
Trustee or the Paying Agent set forth thereon) or of any Mortgage Loan or
related document. Neither the Trustee nor the Paying Agent shall be accountable
for the use or application by the Depositor of any of the Certificates issued to
it or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor in respect of the assignment of the Mortgage Loans
to the Trust Fund, or any funds deposited in or withdrawn from the Certificate
Account or any other account by or on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Paying Agent
(unless the Trustee is acting as Paying Agent). The Trustee and the Paying Agent
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 or the Paying Agent, in good faith, pursuant to this
Agreement.

            Section 8.04 Trustee or Paying Agent May Own Certificates. The
Trustee or the Paying Agent each in its individual capacity, not as Trustee or
the Paying Agent, may become the owner or pledgee of Certificates, and may deal
with the Depositor, the Master Servicer, the Special Servicer, the Initial
Purchasers and the Underwriters in banking transactions, with the same rights it
would have if it were not Trustee or Paying Agent.

            Section 8.05 Fees and Expenses of Trustee and Paying Agent;
Indemnification of Trustee and Paying Agent. (a) As compensation for the
performance of their respective duties hereunder, the Trustee will be paid the
Trustee Fee [and the Paying Agent will be paid the Paying Agent Fee, in each
case,] equal to the Trustee's [and the Paying Agent's respective] portion of one
month's interest at the Trustee Fee Rate, which shall cover recurring and
otherwise reasonably anticipated expenses of the Trustee [and the Paying Agent,
respectively]. The Trustee Fee shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee
Fee [and the Paying Agent Fee] shall accrue from time to time at the Trustee's
[and the Paying Agent's respective] portion of the Trustee Fee Rate and shall be
computed on the basis of the Stated Principal Balance of such Mortgage Loan and
a 360-day year consisting of twelve 30-day months. The Trustee Fee [and the
Paying Agent 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 [and the Paying Agent's, respectively,] 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 [and
the Paying Agent] hereunder. No Trustee Fee shall be payable with respect to the
Companion Loans.

            (b) The Trustee, the Paying Agent and any director, officer,
employee or agent of the Trustee and the Paying Agent, respectively, shall be
entitled to be indemnified and held harmless by the Trust Fund (to the extent of
amounts on deposit in the Certificate Account or Lower-Tier Distribution Account
from time to time) against any loss, liability or expense (including, without
limitation, costs and expenses of litigation, and of investigation, counsel
fees, damages, judgments and amounts paid in settlement, and expenses incurred
in becoming successor Master Servicer or successor Special Servicer, to the
extent not otherwise paid hereunder) arising out of, or incurred in connection
with, any act or omission of the Trustee or the Paying Agent, respectively,
relating to the exercise and performance of any of the powers and duties of the
Trustee or the Paying Agent, respectively, hereunder; provided, however, that
none of the Trustee, the Paying Agent nor any of the other above specified
Persons shall be entitled to indemnification pursuant to this Section 8.05(b)
for (i) allocable overhead, (ii) expenses or disbursements incurred or made by
or on behalf of the Trustee or the Paying Agent, respectively, in the normal
course of the Trustee or the Paying Agent, respectively, performing its duties
in accordance with any of the provisions hereof, which are not "unanticipated
expenses of the REMIC" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's or the Paying Agent's, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such
obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee or the Paying Agent, respectively, made
herein. The provisions of this Section 8.05(b) shall survive the termination of
this Agreement and any resignation or removal of the Trustee or the Paying
Agent, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Paying Agent in its capacities of Certificate
Registrar and Authenticating Agent.

            Section 8.06 Eligibility Requirements for Trustee and the Paying
Agent. The Trustee and the Paying Agent hereunder shall at all times be, and
will be required to resign if it fails to be, (i) a corporation, national bank,
national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred
under this Agreement, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
authority and shall not be an Affiliate of the 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) with respect to the Trustee only, an institution
whose long-term senior unsecured debt is rated "AA-" by Fitch and S&P and "Aa3"
by Moody's, (or such entity as would not, as evidenced in writing by such Rating
Agency, result in the qualification, downgrading or withdrawal of any of the
ratings then assigned thereby to the Certificates; provided that the Trustee
shall not cease to be eligible to serve as such based on a failure to satisfy
such rating requirements so long as the Trustee maintains a long-term unsecured
debt rating of no less than "BBB" from each of S&P and Fitch and "Baa2" from
Moody's (or such rating as would not, as evidenced in writing by such Rating
Agency, result in a qualification, downgrading or withdrawal of any of the
ratings assigned to the Certificates).

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Paying Agent
administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the
Trustee's office is located is in a state or local jurisdiction that imposes a
tax on the Trust Fund on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions), the Paying Agent or
the Trustee, as applicable shall elect either to (i) resign immediately in the
manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier
REMIC from a state and local jurisdiction that does not impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee and Paying
Agent. (a) The Trustee and/or the Paying Agent may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor, the Master Servicer and the Special Servicer and the Swap
Counterparty and the Trustee or the Paying Agent, as applicable, and to all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee or paying agent acceptable to the
Master Servicer and the Directing Certificateholder by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee or
Paying Agent and to the successor trustee or paying agent. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders, the Swap Counterparty and the Trustee or Paying Agent, as
applicable, by the Depositor. If no successor trustee or paying agent shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee or Paying Agent may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            (b) If at any time the Trustee or Paying Agent shall cease to be
eligible in accordance with the provisions of Section 8.06 (and in the case of
the Paying Agent, Section 5.07) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee
or Paying Agent shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or the Paying Agent or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or Paying Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent
(if different than the Trustee) shall fail (other than by reason of the failure
of either the Master Servicer or the Special Servicer to timely perform its
obligations hereunder or as a result of other circumstances beyond the Trustee's
or Paying Agent's, as applicable, reasonable control), to timely publish any
report to be delivered, published or otherwise made available by the Trustee or
Paying Agent pursuant to Section 4.02 and such failure shall continue unremedied
for a period of five days, or if the Trustee or Paying Agent fails to make
distributions required pursuant to Sections 3.05(c), 4.01 or 9.01, then the
Depositor may remove the Trustee or Paying Agent, as applicable, and appoint a
successor trustee or paying agent acceptable to the Master Servicer or paying
agent acceptable to the Trustee or Paying Agent, as applicable, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or
Paying Agent so removed and to the successor trustee or paying agent in the case
of the removal of the Trustee or Paying Agent. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer and the
Certificateholders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or Paying Agent and appoint a
successor trustee or paying agent 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 or Paying Agent so removed and one complete set
to the successor so appointed. A copy of such instrument shall be delivered to
the Depositor, the Special Servicer and the remaining Certificateholders by the
Master Servicer.

            (d) Any resignation or removal of the Trustee or Paying Agent and
appointment of a successor Trustee or Paying Agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor Trustee or Paying Agent as provided in Section
8.08.

            Upon any succession of the Trustee or Paying Agent under this
Agreement, the predecessor Trustee or Paying Agent shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for
under this Agreement for services rendered and expenses incurred (including
without limitation, unreimbursed Advances). No Trustee or Paying Agent shall be
personally liable for any action or omission of any successor Trustee or Paying
Agent.

            Section 8.08 Successor Trustee or Paying Agent. (a) Any successor
Trustee or Paying Agent 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 or Paying Agent an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Paying Agent shall become effective and such successor
Trustee or Paying Agent without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee or
Paying Agent herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by a
Custodian, which Custodian, at Custodian's option shall become the agent of the
successor Trustee), and the Depositor, the 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 or successor paying agent shall, as
applicable, accept appointment as provided in this Section 8.08 unless at the
time of such acceptance such successor trustee or successor paying agent, as
applicable, shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor trustee or
successor paying agent as provided in this Section 8.08, the Master Servicer
shall mail notice of the succession of such trustee or paying agent, as
applicable, to the Depositor and the Certificateholders. If the Master Servicer
fails to mail such notice within 10 days after acceptance of appointment by the
successor trustee or successor paying agent, as applicable, such successor
trustee or successor paying agent shall cause such notice to be mailed at the
expense of the Master Servicer.

            Section 8.09 Merger or Consolidation of Trustee or Paying Agent. Any
Person into which the Trustee or the Paying Agent may be merged or converted or
with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Paying Agent shall be a
party, or any Person succeeding to all or substantially all of the corporate
trust business of the Trustee or the Paying Agent shall be the successor of the
Trustee or the Paying Agent, as applicable, hereunder; provided, that, in the
case of the Trustee, such successor Person shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee or the Paying Agent, as applicable, will
provide notice of such event to the Master Servicer, the Special Servicer, the
Depositor and the Rating Agencies.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the 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 the 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, 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. All co-trustee fees
shall be payable out of the Trust Fund.

            (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, with the
consent of the Master Servicer, appoint one or more Custodians to hold all or a
portion of the Mortgage Files as agent for the Trustee. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File
and shall not be the Depositor or any Affiliate of the Depositor. Each Custodian
shall be subject to the same obligations and standard of care as would be
imposed on the Trustee hereunder in connection with the retention of Mortgage
Files directly by the Trustee. The appointment of one or more Custodians shall
not relieve the Trustee from any of its obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of any Custodian. Any
Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such
capacity in commercial mortgage loan securitization transactions.

            Section 8.12 Access to Certain Information. (a) On or prior to the
date of the first sale of any Non-Registered Certificate to an Independent third
party, the Depositor shall provide to the Paying Agent and the Trustee three
copies of any private placement memorandum or other disclosure document used by
the Depositor or its Affiliate in connection with the offer and sale of the
Class of Certificates to which such Non-Registered Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee and the Paying Agent, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Paying Agent and the Trustee a
copy of the private placement memorandum or disclosure document, as revised,
amended or supplemented. The Paying Agent (or with respect to item (ii)(j)
below, the Trustee) shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance notice, make
available during normal business hours for review by any Holder of a
Certificate, the Depositor, the Master Servicer, the Special Servicer, any
Rating Agency or any other Person to whom the Paying Agent (or the Trustee, if
applicable) believes such disclosure is appropriate, originals or copies of the
following items: (i) in the case of a Holder or prospective transferee of a
Non-Registered Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Non-Registered
Certificate belongs, in the form most recently provided to the Paying Agent and
(ii) in all cases (a) this Agreement and any amendments hereto entered into
pursuant to Section 12.01, (b) all statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, (c) all Officer's Certificates delivered to the Paying Agent and
the Trustee since the Closing Date pursuant to Section 3.13, (d) all
accountants' reports delivered to the Trustee and the Paying Agent since the
Closing Date pursuant to Section 3.14, (e) any inspection report prepared by the
Master Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered
to the Trustee and the Paying Agent and Master Servicer in respect of each
Mortgaged Property pursuant to Section 3.12(a), (f) as to each Mortgage Loan and
Companion Loan pursuant to which the related Mortgagor is required to deliver
such items or the Special Servicer has otherwise acquired such items, the most
recent annual operating statement and rent roll of the related Mortgaged
Property and financial statements of the related Mortgagor and any other reports
of the Mortgagor collected by the Master Servicer, Sub-Servicer or Special
Servicer, as applicable, and delivered to the Paying Agent pursuant to Section
3.12(c), together with the accompanying written reports to be prepared by the
Special Servicer and delivered to the Paying Agent pursuant to Section 3.12(b),
(g) any and all notices, reports and Environmental Assessments delivered to the
Paying Agent with respect to any Mortgaged Property securing a Defaulted
Mortgage Loan and Companion Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Mortgage Loan are
part of the Trust Fund), (h) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan and Companion Loan entered into by the Master
Servicer or the Special Servicer and delivered to the Paying Agent pursuant to
Section 3.20 (but only for so long as the affected Mortgage Loan and Companion
Loan is part of the Trust Fund), (i) any and all Officer's Certificates
delivered to the Paying Agent 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, (j) any and all of the Mortgage Loan and Companion Loan documents contained
in the Mortgage File, (k) any and all Appraisals obtained pursuant to the
definition of "Appraisal Reduction" herein, (l) information regarding the
occurrence of Servicing Transfer Events as to the Mortgage Loans and (m) any and
all Sub-Servicing Agreements and any amendments thereto and modifications
thereof. Copies of any and all of the foregoing items will be available from the
Paying Agent upon request; provided, however, that the Paying Agent (or the
Trustee, if applicable) 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 Directing Certificateholder or the
Rating Agencies, which shall be free of charge (except for extraordinary or
duplicate requests). In addition, without limiting the generality of the
foregoing, any Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificateholder may upon request from the Paying Agent obtain a copy of any
factual report (other than the Asset Status Report) delivered to the Rating
Agencies under this Agreement.

            (b) The Paying Agent shall make available to certain financial
market publishers, which initially shall be Bloomberg, L.P., Trepp, LLC and
Intex Solutions LLC on a monthly basis, all CMSA reports and any other reports
required to be delivered by the Paying Agent pursuant to Article IV hereof. If
any such information is provided on or before [__________], 20[__], the Paying
Agent shall make the Prospectus available to Bloomberg, L.P., Trepp, LLC and
Intex Solutions, Inc.

            (c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Paying Agent shall, in accordance with such reasonable rules and procedures as
each may adopt (which may include the requirement that an agreement that
provides that such information shall be used solely for purposes of evaluating
the investment characteristics of the Certificates be executed), also provide
the reports available to Certificateholders pursuant to Section 4.02, as well as
certain additional information received by the Paying Agent, to any
Certificateholder, the Underwriters, the Placement Agents, any Certificate Owner
or any prospective investor identified as such by a Certificate Owner or
Underwriter, that requests such reports or information; provided that the Paying
Agent, as the case may be, shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of
such reports or information.

            (d) With respect to any information furnished by the Paying Agent
pursuant to this Section 8.12, the Paying Agent shall be entitled to indicate
the source of such information and the Paying Agent may affix thereto any
disclaimer it deems appropriate in its discretion. The Paying Agent shall notify
Certificateholders of the availability of any such information in any manner as
it, in its sole discretion, may determine. In connection with providing access
to or copies of the items described in the preceding paragraph, the Paying Agent
may require (a) in the case of Certificate Owners, a confirmation executed by
the requesting Person substantially in form and substance reasonably acceptable
to the Paying Agent, as applicable, generally to the effect that such Person is
a beneficial holder of Certificates, is requesting the information solely for
use in evaluating such Person's investment in the Certificates and will
otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest
therein, is requesting the information solely for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. The Paying Agent shall not be liable for the dissemination of
information in accordance with this Agreement.

            Section 8.13 Representations and Warranties of the Trustee. (a) The
Trustee hereby represents and warrants to the Depositor, the Master Servicer,
the Paying Agent and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:

                  (i) The Trustee is a national banking association duly
            organized under the laws of the United States, duly organized,
            validly existing and in good standing under the laws thereof;

                  (ii) The execution and delivery of this Agreement by the
            Trustee, and the performance and compliance with the terms of this
            Agreement by the Trustee, will not violate the Trustee's charter and
            by-laws or constitute a default (or an event which, with notice or
            lapse of time, or both, would constitute a default) under, or result
            in the breach of, any material agreement or other instrument to
            which it is a party or which is applicable to it or any of its
            assets;

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

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

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

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

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

            Section 8.14 Representations and Warranties of the Paying Agent.

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

                  (i) The Paying Agent is a national banking association duly
            organized under the laws of the United States, duly organized,
            validly existing and in good standing under the laws thereof;

                  (ii) The execution and delivery of this Agreement by the
            Paying Agent, and the performance and compliance with the terms of
            this Agreement by the Paying Agent, will not violate the Paying
            Agent's charter and by-laws or constitute a default (or an event
            which, with notice or lapse of time, or both, would constitute a
            default) under, or result in the breach of, any material agreement
            or other instrument to which it is a party or which is applicable to
            it or any of its assets;

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

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

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

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

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

                              [End of Article VIII]

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination upon Repurchase or Liquidation of All
Mortgage Loans. Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Paying Agent, the
Depositor, the Master Servicer, the Special Servicer and the Trustee (other than
the obligations of the Paying Agent 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 the
Paying Agent and required hereunder to be so paid on the Distribution Date
following the earlier to occur of (i) the final payment (or related Advance) or
other liquidation of the last Mortgage Loan or REO Property subject thereto or
(ii) the purchase or other liquidation by the Holders of the majority of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of
the Class LR Certificates, in that order of priority, of all the Mortgage Loans
and the Trust Fund's portion of each REO Property remaining in the Trust Fund at
a price equal to (a) the sum of (1) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
appraised value of the Trust Fund's portion of each REO Property, if any,
included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by
an Independent MAI-designated appraiser selected and mutually agreed upon by the
Master Servicer and the Trustee, and approved by more than 50% of the Voting
Rights of the Classes of Certificates then outstanding (other than the
Controlling Class unless the Controlling Class is the only Class of Certificates
then outstanding)) (which approval shall be deemed given unless more than 50% of
such Certificateholders object within 20 days of receipt of notice thereof) and
(3) the reasonable out-of-pocket expenses of the Master Servicer with respect to
such termination, unless the Master Servicer is the purchaser of such Mortgage
Loans, minus (b) solely in the case where the Master Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer in respect of such Advances
in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees,
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer in connection with such purchase) and (iii)
exchange by the Sole Certificateholder pursuant to the terms of the immediately
succeeding paragraph, the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.

            Following the date on which the Offered Certificates retire, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class S and the Residual Certificates) for all of the Mortgage
Loans and the Trust Fund's portion of each REO Property remaining in the Trust
Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
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 S and the Residual Certificates) for all of the Mortgage Loans and the
Trust Fund's portion of each REO Property remaining in the Trust in accordance
with the preceding sentence, such Sole Certificateholder, not later than the
Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in the Certificate Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent hereunder
through the date of the liquidation of the Trust Fund that may be withdrawn from
the Certificate 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(a), but only to the extent that
such amounts are not already on deposit in the Certificate Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the
Lower-Tier Distribution Account on the P&I Advance Date related to such
Distribution Date in which the final distribution on the Certificates is to
occur from the Certificate Account pursuant to the first paragraph of Section
3.04(b) (provided, however, that if the Loan Pair is secured by REO Property,
the Trust Fund's portion of the REO Property which is being purchased pursuant
to the foregoing, the portion of the above-described purchase price allocable to
such Trust Fund's portion of REO Property shall initially be deposited into the
related REO Account). Upon confirmation that such final deposits have been made
and following the surrender of all its Certificates (other than the Class S and
the Residual 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 Mortgage 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 Mortgage
Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall
be liquidated in accordance with Section 9.02. Such transfers shall be subject
to any rights of any Sub-Servicers to service or perform select servicing
functions with respect to the Mortgage Loans. Solely 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 Certificate
Balance of its Certificates (other than the Class S, Class X and the Residual
Certificates), plus accrued, unpaid interest with respect thereto, and the
Trustee shall credit such amounts against amounts distributable in respect of
such Certificates and Related Uncertificated Lower-Tier Interests.

            The obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent and the Companion Paying Agent shall terminate with respect to any
Companion Loan to the extent (i) its related AB Mortgage Loan has been paid in
full or is no longer part of the Trust Fund and (ii) no amounts payable by the
related Companion Holder to or for the benefit of the Trust or any party hereto
in accordance with the related Intercreditor Agreement remain due and owing.

            The Holders of the majority of the Controlling Class, the Special
Servicer, the Master Servicer or the Holders of the Class LR Certificates, in
that order of priority, may, at their option, elect to purchase all of the
Mortgage Loans (and all property acquired through exercise of remedies in
respect of any Mortgage Loan) and the Trust Fund's portion of each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the Trustee, the Paying Agent and the
other parties hereto no later than 60 days prior to the anticipated date of
purchase; provided, however, that the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates may
so elect to purchase all of the Mortgage Loans and the Trust Fund's portion of
each REO Property remaining in the Trust Fund only on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the Trust Fund's portion of any REO Loans remaining in the
Trust Fund is less than [1]% of the aggregate Cut-off Date Principal Balance of
the Mortgage Loans set forth in the Preliminary Statement. In the event that the
Master Servicer, the Special Servicer, the Holders of the Controlling Class or
the Holders of the Class LR Certificates purchases all of the Mortgage Loans and
the Trust Fund's portion of each REO Property remaining in the Trust Fund in
accordance with the preceding sentence, the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class LR
Certificates, as applicable, shall deposit in the Lower-Tier Distribution
Account not later than the P&I Advance Date relating to the Distribution Date on
which the final distribution on the Certificates is to occur, an amount in
immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Certificate Account). In addition, the Master Servicer shall transfer to
the Lower-Tier Distribution Account all amounts required to be transferred
thereto on such P&I Advance Date from the Certificate Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Certificate Account that would otherwise be held for future distribution
and, without duplication, pay to the Swap Counterparty any Class A-2FL Net Swap
Payment as required by Section 3.32(c). Upon confirmation that such final
deposits and payments have been made, the Trustee shall release or cause to be
released to the Master Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates, as applicable,
the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Master
Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class LR Certificates, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans and REO Properties remaining in the
Trust Fund.

            For purposes of this Section 9.01, the Holders of the majority of
the Controlling Class shall have the first option to terminate the Trust Fund,
then the Special Servicer, then the Master Servicer, and then the Holders of the
Class LR Certificates. For purposes of this Section 9.01, the Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Paying Agent by letter to the Certificateholders, the Swap
Counterparty and each Rating Agency and, if not previously notified pursuant to
this Section 9.01, to the other parties hereto mailed (a) in the event such
notice is given in connection with the purchase of all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, not earlier than the [________]
day and not later than the [________] day of the month next preceding the month
of the final distribution on the Certificates, or (b) otherwise during the month
of such final distribution on or before the P&I Advance Determination Date in
such month, in each case specifying (i) the Distribution Date upon which the
Trust Fund will terminate and final payment of the Certificates will be made,
(ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of
the Certificate Registrar or such other location therein designated.

            After transferring the Lower-Tier Distribution Amount and the amount
of any Yield Maintenance Charges distributable pursuant to Section 4.01(d) to
the Upper-Tier Distribution Account (and with respect to any amounts payable to
the Class A-2FL Regular Interest, from the Upper-Tier Distribution Account to
the Floating Rate Account), in each case pursuant to Section 3.04(b), and upon
presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Paying Agent shall distribute to each
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account (or, in the case of the Class
A-2FL Certificates, amounts then on deposit in the Floating Rate Account after
payment of any Class A-2FL Net Swap Payment to the Swap Counterparty, as
specified in Section 4.01(k)) that are allocable to payments on the Class of
Certificates so presented and surrendered and to the Holders of the Class S
Certificates any amounts remaining on deposit in the Excess Interest
Distribution Account. Amounts transferred from the Lower-Tier Distribution
Account to the Upper-Tier Distribution Account as of the final Distribution Date
(exclusive of any portion of such amounts payable or reimbursable to any Person
pursuant to clause (ii) of Section 3.05(e)) shall be allocated for these
purposes, in the amounts and in accordance with the priority set forth in
Sections 4.01(b), 4.01(d) and 4.01(e) and shall be distributed in termination
and liquidation of the Uncertificated Lower-Tier Interests and the Class LR
Certificates in accordance with Sections 4.01(b), 4.01(d) and 4.01(e). Any funds
not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of the Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(g).

            Section 9.02 Additional Termination Requirements. (a) In the event
the Master Servicer, the Special Servicer, the Holders of the Controlling Class
or the Holders of the Class LR Certificates purchases all of the Mortgage Loans
and the Trust Fund's portion of each REO Property remaining in the Trust Fund as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements, which meet the definition of a "qualified
liquidation" in Section 860F(a)(4) of the Code:

                  (i) the Paying Agent shall specify the date of adoption of the
            plan of complete liquidation (which shall be the date of mailing of
            the notice specified in Section 9.01) in a statement attached to
            each of the Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax
            Return pursuant to Treasury Regulations Section 1.860F-1;

                  (ii) during the 90-day liquidation period and at or prior to
            the time of the making of the final payment on the Certificates, the
            Paying Agent on behalf of the Trustee shall sell all of the assets
            of the Trust Fund to the Master Servicer, the Special Servicer, the
            Holders of the Controlling Class or the Holders of the Class LR
            Certificates, as applicable, for cash; and

                  (iii) within such 90 day liquidation period and immediately
            following the making of the final payment on the Uncertificated
            Lower-Tier Interests and the Certificates, the Paying Agent shall
            distribute or credit, or cause to be distributed or credited, to the
            Holders of the Class LR Certificates (in the case of the Lower-Tier
            REMIC) and the Class R Certificates (in the case of the Upper-Tier
            REMIC) all cash on hand (other than cash retained to meet claims),
            and the Trust Fund and each of the Lower-Tier REMIC and the
            Upper-Tier REMIC shall terminate at that time.

            (b) In the event the Trust Fund is to be terminated while the Swap
Contract is still in effect, the Paying Agent 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 Contract will be reduced to zero on
such date. Based on the date of termination, the Paying Agent shall calculate
the Class A-2FL Net Swap Payment, if any, as specified in Section 3.32, 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 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.

                               [End of Article IX]

                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

            Section 10.01 REMIC Administration. (a) The Paying Agent shall make
elections or cause elections to be made to treat each of the Lower-Tier REMIC
and the Upper-Tier REMIC as a REMIC under the Code and, if necessary, under
Applicable State and Local Tax Law. Each such election will be made on Form 1066
or other appropriate federal tax return for the taxable year ending on the last
day of the calendar year in which the Uncertificated Lower-Tier Interests and
the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates (other than the
Class A-2FL Certificates) and the Class A-2FL Regular Interest shall be
designated as the "regular interests" and the Class R Certificates shall be
designated as the sole class of "residual interests" in the Upper-Tier REMIC.
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each
Class of Uncertificated Lower-Tier Interests shall be designated as the "regular
interests" and the Class LR Certificates shall be designated as the sole class
of "residual interests" in the Lower-Tier REMIC. None of the Special Servicer,
the Master Servicer nor the Trustee shall permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in the Lower-Tier REMIC or the
Upper-Tier REMIC other than the foregoing interests.

            (b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code.

            (c) The Paying Agent shall act on behalf of each REMIC in relation
to any tax matter or controversy involving any REMIC and shall represent each
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Paying Agent shall be entitled to
reimbursement therefor out of amounts attributable to the Mortgage Loans and any
REO Properties on deposit in the Certificate Account as provided by Section
3.05(a) unless such legal expenses and costs are incurred by reason of the
Paying Agent's willful misfeasance, bad faith or gross negligence. The Holder of
the largest Percentage Interest in each of the (i) Class R and (ii) Class LR
Certificates shall be designated, in the manner provided under Treasury
Regulations Section 1.860F-4(d) and temporary Treasury Regulations Section
301.6231(a)(7)-1T, as the "tax matters person" of the (i) Upper-Tier REMIC and
(ii) the Lower-Tier REMIC, respectively. By their acceptance thereof, the
Holders of the largest Percentage Interest in each of the (i) Class R and (ii)
Class LR Certificates hereby agrees to irrevocably appoint the Paying Agent as
their agent to perform all of the duties of the "tax matters person" for the (i)
Upper-Tier REMIC and (ii) the Lower-Tier REMIC, respectively.

            (d) The Paying Agent shall prepare or cause to be prepared and shall
file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC
created hereunder, and shall cause the Trustee to sign such Tax Returns in a
timely manner. The ordinary expenses of preparing such returns shall be borne by
the Trustee without any right of reimbursement therefor.

            (e) The Paying Agent shall provide or cause to be provided (i) to
any Transferor of a Class R Certificate or Class LR Certificate such information
as is necessary for the application of any tax relating to the transfer of such
Class R Certificate or Class LR Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,
(ii) to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service on Form 8811, within 30
days after the Closing Date, the name, title, address and telephone number of
the "tax matters person" who will serve as the representative of each of the
Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.

            (f) The Paying Agent shall take such actions and shall cause the
Trust Fund to take such actions as are reasonably within the Paying Agent's
control and the scope of its duties more specifically set forth herein as shall
be necessary to maintain the status of each of the Lower-Tier REMIC and the
Upper-Tier REMIC as a REMIC under the REMIC Provisions and the Trustee shall
assist the Paying Agent to the extent reasonably requested by the Paying Agent
to do so. Neither the Master Servicer nor the Special Servicer shall knowingly
or intentionally take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action reasonably within its
control and the scope of duties more specifically set forth herein, that, under
the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or (ii) result in the imposition of a tax upon the Lower-Tier REMIC or the
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on
"prohibited transactions" as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on "net income from foreclosure property") (either such
event an "Adverse REMIC Event") unless the Paying Agent receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Paying Agent determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Paying Agent or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC created hereunder, endanger such status or, unless the Paying
Agent determines in its sole discretion to indemnify the Trust Fund against such
tax, result in the imposition of such a tax (not including a tax on "net income
from foreclosure property"). The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which the Paying Agent 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. The Paying
Agent may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted
by this Agreement, but in no event at the expense of the Paying Agent or the
Trustee. At all times as may be required by the Code, the Paying Agent will to
the extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall
be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Section 860G(c) of the Code or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Paying Agent in writing), and shall remit to the Master Servicer such
reserved amounts as the Master Servicer shall request in order to pay such
taxes. Except as provided in the preceding sentence, the Master Servicer shall
withdraw from the Certificate Account sufficient funds to pay or provide for the
payment of, and to actually pay, such tax as is estimated to be legally owed by
the Lower-Tier REMIC or the Upper-Tier REMIC (but such authorization shall not
prevent the Paying Agent from contesting, at the expense of the Trust Fund
(other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
Paying Agent is hereby authorized to and shall segregate, into a separate
non-interest bearing account, the net income from any "prohibited transaction"
under Section 860F(a) of the Code or the amount of any taxable contribution to
the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup Day that is
subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent
that any such tax (other than any such tax paid in respect of "net income from
foreclosure property") is paid to the Internal Revenue Service or applicable
state or local tax authorities, the Paying Agent shall retain an equal amount
from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the Uncertificated Lower-Tier REMIC Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Collateral Support Deficit
arising therefrom and then to the Holders of the Class LR Certificates in the
manner specified in Section 4.01(b) and (y) in the case of the Upper-Tier REMIC,
to the Holders of Class A (other than the Class A-2FL Certificates), Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class P, Class NR, Class X-1 and Class
X-2 Certificates and the Class A-2FL Regular Interest, as applicable, in the
manner specified in Section 4.01(a), to the extent they are fully reimbursed for
any Collateral Support Deficit, arising therefrom and then to the Holders of the
Class R Certificates. None of the Trustee, the Paying Agent, the Master Servicer
or the Special Servicer shall be responsible for any taxes imposed on the
Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such taxes arise
as a consequence of a breach of their respective obligations under this
Agreement which breach constitutes willful misfeasance, bad faith, or negligence
by such party.

            (h) The Paying Agent shall, for federal income tax purposes,
maintain or cause to be maintained books and records with respect to each of the
Lower-Tier REMIC and the Upper-Tier REMIC on a calendar year and on an accrual
basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, neither the Paying Agent nor the
Trustee shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Paying Agent and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Lower-Tier
REMIC or the Upper-Tier REMIC will not (i) cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject any of the Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) Neither the Paying Agent nor the Trustee shall enter into any
arrangement by which the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC will receive a fee or other compensation for services nor permit the Trust
Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (k) Solely for the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" by which the
Certificate Balance or Notional Amount of the Class A-2FL Regular Interest and
each Class of Certificates (other than the Class A-2FL and Class X-2
Certificates) representing a "regular interest" in the Upper-Tier REMIC and by
which the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier
Interests representing a "regular interest" in the Lower-Tier REMIC would be
reduced to zero is the Rated Final Distribution Date. The "latest possible
maturity date" of the Class X-2 Certificates is the Class X-2 Termination Date.

            (l) None of the Trustee, the Paying Agent, the Master Servicer or
the Special Servicer, as applicable, shall sell, dispose of or substitute for
any of the Mortgage Loans (except in connection with (i) the default, imminent
default or foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC or sell or dispose of any investments in the Certificate Account or the
REO Account for gain unless it has received an Opinion of Counsel that such
sale, disposition or substitution will not (a) affect adversely the status of
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (b) unless the
Trustee, the Paying Agent, the Master Servicer or the Special Servicer, as
applicable, has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC to be subject to a tax on "prohibited transactions" pursuant to the REMIC
Provisions.

            Section 10.02 Use of Agents. (a) The Trustee shall execute all of
its obligations and duties under this Article X through its Corporate Trust
Office. The Trustee may execute any of its obligations and duties under this
Article X either directly or by or through agents or attorneys. The Trustee
shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.

            (b) The Paying Agent may execute any of its obligations and duties
under this Article X either directly or by or through agents or attorneys. The
Paying Agent shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.

            Section 10.03 Depositor, Master Servicer and Special Servicer to
Cooperate with Paying Agent. (a) The Depositor shall provide or cause to be
provided to the Paying Agent within ten (10) days after the Depositor receives a
request from the Paying Agent, all information or data that the Paying Agent
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.

            (b) The Master Servicer and the Special Servicer shall each furnish
such reports, certifications and information, and upon reasonable notice and
during normal business hours, access to such books and records maintained
thereby, as may relate to the Certificates or the Trust Fund and as shall be
reasonably requested by the Paying Agent in order to enable it to perform its
duties hereunder.

            Section 10.04 Appointment of REMIC Administrators. (a) The Paying
Agent may appoint at the Paying Agent's expense, one or more REMIC
Administrators, which shall be authorized to act on behalf of the Paying Agent
in performing the functions set forth in Section 10.01 herein. The Paying Agent
shall cause any such REMIC Administrator to execute and deliver to the Paying
Agent an instrument in which such REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a
REMIC Administrator shall not relieve the Paying Agent from any of its
obligations hereunder, and the Paying Agent shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Paying Agent and must be organized and doing business
under the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Paying Agent hereby agrees to act in such capacity in accordance with the
terms hereof. If [________] is removed as Paying Agent, then [________] shall be
terminated as REMIC Administrator.

            (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Paying
Agent or the REMIC Administrator.

            (c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Paying Agent, the Master Servicer, the Special
Servicer and the Depositor. The Paying Agent may at any time terminate the
agency of any REMIC Administrator by giving written notice of termination to
such REMIC Administrator, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Paying Agent may
appoint a successor REMIC Administrator, in which case the Paying Agent shall
given written notice of such appointment to the Master Servicer and the
Depositor and shall mail notice of such appointment to all Certificateholders;
provided, however, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC
Administrator upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No
REMIC Administrator shall have responsibility or liability for any action taken
by it as such at the direction of the Paying Agent.

                               [End of Article X]

                                   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 the 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, the Sarbanes-Oxley Act and, in each case, 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,
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 J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [________], each of the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent 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, the Trustee and the Paying Agent, 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 Succession; Subcontractors. (a) 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 [30] 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 pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act).

            (b) Each of the Master Servicer, the Special Servicer, the
Sub-Servicer, the Trustee and the Paying Agent (each of the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent and each Sub-Servicer, for
purposes of this paragraph, a "Servicer") is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. Such Servicer
shall promptly upon request provide to the Depositor a written description (in
form and substance satisfactory to the Depositor) of the role and function of
each Subcontractor utilized by such Servicer, specifying (i) the identity of
each Subcontractor, (ii) which (if any) of such Subcontractors are Servicing
Function Participants, and (iii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph. As a condition to the
utilization by such Servicer of any Subcontractor determined to be a Servicing
Function Participant, such Servicer shall cause any such Subcontractor used by
such Servicer for the benefit of the Depositor and the Trustee to comply with
the provisions of Section 11.10 and Section 11.11 of this Agreement to the same
extent as if such Subcontractor were such Servicer. Such Servicer shall be
responsible for obtaining from each such Subcontractor and delivering to the
applicable Persons any assessment of compliance report and related accountant's
attestation required to be delivered by such Subcontractor under Section 11.10
and Section 11.11, in each case, as and when required to be delivered.

            (c) Notwithstanding the foregoing, if a Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicer shall be responsible for determining whether such
Subcontractor is a "servicer" within the meaning of Item 1101 of Regulation AB
and whether any such affiliate or third-party vendor meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB. If a Servicer determines, pursuant
to the preceding sentence, that such Subcontractor is a "servicer" within the
meaning of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB, then such Subcontractor shall be
deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of
such Sub-Servicer shall not be effective unless and until notice is given to the
Depositor and the Trustee of any such Sub-Servicer and Subservicing Agreement.
No Subservicing Agreement shall be effective until [30] days after such written
notice is received by the Depositor and the Trustee. Such notice shall contain
all information reasonably necessary to enable the Paying Agent to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act).

            (d) As a condition to the succession to the Trustee under this
Agreement by any Person (i) into which the Trustee may be merged or
consolidated, or (ii) which may be appointed as a successor to the Trustee, the
Trustee shall notify the Depositor, at least [30] calendar days prior to the
effective date of such succession or appointment and shall furnish to the
Depositor in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably necessary for the Trustee to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form
8-K pursuant to the Exchange Act (if such reports under the Exchange Act are
required to be filed under the Exchange Act).

            Section 11.03 Filing Obligations. (a) The Master Servicer, the
Special Servicer, the Paying Agent and the Trustee shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Trust's reporting
requirements under the Exchange Act. The Paying Agent shall prepare for
execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange
Act and the rules and regulations of the Commission thereunder, in order to
permit the timely filing thereof, and the Paying Agent shall file (via the
Commission's Electronic Data Gathering and Retrieval System) such Forms executed
by the Depositor.

            (b) In the event that the Paying Agent is unable to timely file with
the Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines
set forth in this Agreement, the Paying Agent will immediately notify the
Depositor and the Master Servicer. In the case of Forms 10-D and 10-K, the
Depositor, the Master Servicer, the Paying Agent and Trustee will thereupon
cooperate to prepare and file a Form 12b-25 and a Form 10-DA or Form 10-KA, as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
8-K, the Paying Agent will, upon receipt of all required Form 8-K Disclosure
Information, include such disclosure information on the next Form 10-D. In the
event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, the Paying Agent will notify the Depositor, the Master Servicer and the
Special Servicer and such parties will cooperate to prepare any necessary Form
8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to
Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor.
The Depositor and the Master Servicer acknowledge that the performance by the
Paying Agent of its duties under Section 11.08 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form 10-K is contingent upon the Master Servicer and the Depositor observing all
applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.07, 11.08, 11.09 and 11.10. The Paying Agent shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure
results from the Paying Agent's inability or failure to obtain or receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

            Section 11.04 Form 10-D Filings. (a) Within [15] days after each
Distribution Date (subject to permitted extensions under the Exchange Act), the
Paying Agent shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange
Act. The Paying Agent shall file each Form 10-D with a copy of the related
Statement to Certificateholders attached thereto. Any disclosure in addition to
the Statement to Certificateholders that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall be determined and prepared by and at
the direction of the Depositor pursuant to the following paragraph and the
Paying Agent will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure, except as set forth in
the next paragraph.

            As set forth on Exhibit Y hereto, within [5] calendar days after the
related Distribution Date, certain parties to this Agreement shall be required
to provide to the Paying Agent and the Depositor, to the extent known by such
applicable parties, any Additional Form 10-D Disclosure, if applicable.

            (b) After preparing the Form 10-D, the Paying Agent shall forward
electronically a draft copy of the Form 10-D to the Depositor for review. No
later than [2] Business Days prior to the [15]th calendar day after the related
Distribution Date, an officer of the Depositor shall sign the Form 10-D and
return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Paying Agent.
Alternatively, the Depositor may deliver to the Paying Agent manually signed
copies of a power of attorney meeting the requirements of Item 601(b)(24) of
Regulation S-K under the Securities Act, and certified copies of a resolution of
the Depositor's board of directors authorizing such power of attorney, each to
be filed with each Form 10-D, in which case the Paying Agent shall sign such
Forms 10-D as attorney in fact for the Depositor. In the event that the Paying
Agent signs the Forms 10-D as attorney in fact for the Depositor pursuant to
such powers of attorney, the Paying Agent shall deliver a draft of each such
Form 10-D to the Depositor no later than 2 Business Days prior to the filing
deadline applicable to such report. If a Form 10-D cannot be filed on time or if
a previously filed Form 10-D needs to be amended, the Paying Agent will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Paying Agent will make available on its internet website a final
executed copy of each Form 10-D. The signing party at the Depositor can be
contacted at [________], with a copy to [________]. The Depositor and the Master
Servicer acknowledge that the performance by the Paying Agent of its duties
under this Section 11.04(b) related to the timely preparation and filing of Form
10-D is contingent upon the Master Servicer and the Depositor observing all
applicable deadlines in the performance of their duties under this Section
11.04(b). The Paying Agent shall have no liability for any loss, expense,
damage, or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from the
Paying Agent's inability or failure to obtain or receive, on a timely basis, any
information from the Master Servicer or the Depositor needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

            Section 11.05 Form 10-K Filings. (a) Within [90] days after the end
of each fiscal year of the Trust or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline"), commencing in [________] 20[__], the
Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form
and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the
Paying Agent within the applicable time frames set forth in this Agreement, (i)
an annual compliance statement for the Master Servicer, the Special Servicer and
each Subservicer engaged by the Master Servicer and the Special Servicer, as
described under Section 11.09, (ii)(A) the annual reports on assessment of
compliance with servicing criteria for the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, each Subservicer engaged by the Master
Servicer and each Servicing Function Participant utilized by the Master
Servicer, the Special Servicer, the Paying Agent or Trustee, as described under
Section 11.10, and (B) if any such report on assessment of compliance with
servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if such report on assessment of compliance with servicing
criteria described under Section 11.10 is not included as an exhibit to such
Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, (iii)(A) the registered public accounting firm
attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Paying Agent each Subservicer engaged by the Master Servicer, the Special
Servicer and each Servicing Function Participant utilized by the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, as described
under Section 11.11, and (B) if any registered public accounting firm
attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such 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 explanation why such report is not included, and
(iv) a certification in the form attached hereto as Exhibit Q, with such changes
as may be necessary or appropriate as a result of changes promulgated by the
Commission (the "Sarbanes-Oxley Certification"), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of
securitization. Any disclosure or information in addition to (i) through (iv)
above that is required to be included on Form 10-K ("Additional Form 10-K
Disclosure") shall be determined and prepared by and at the direction of the
Depositor pursuant to the following paragraph and the Paying Agent will have no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure, except as set forth in the next paragraph.

            As set forth on Exhibit Z hereto, no later than [February 15] of
each year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 20[__], (i) certain parties to this Agreement shall be required to
provide to the Paying Agent and the Depositor, to the extent known by such
applicable parties, any Additional Form 10-K Disclosure, if applicable.

            (b) After preparing the Form 10-K, the Paying Agent shall forward
electronically a draft copy of the Form 10-K to the Depositor for review no
later than 5 Business Days prior to the 10-K Filing Deadline. No later than 5:00
p.m. EST on the second Business Day prior to the 10-K Filing Deadline, an
officer of the Depositor shall sign the Form 10-K and return an electronic or
fax copy of such signed Form 10-K (with an original executed hard copy to follow
by overnight mail) to the Paying Agent. If a Form 10-K cannot be filed on time
or if a previously filed Form 10-K needs to be amended, the Paying Agent will
follow the procedures set forth in Section 11.03(b). Promptly after filing with
the Commission, the Paying Agent will make available on its internet website a
final executed copy of each Form 10-K. The signing party at the Depositor can be
contacted at [________], with a copy to [________]. The Depositor and the Master
Servicer acknowledge that the performance by the Paying Agent of its duties
under this Section 11.05 related to the timely preparation and filing of Form
10-K is contingent upon the Master Servicer (and any Subservicer or Servicing
Function Participant engaged by the Master Servicer) and the Depositor observing
all applicable deadlines in the performance of their duties under this Section
11.05. The Paying Agent shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare and/or
timely file such Form 10-K, where such failure results from the Paying Agent's
inability or failure to obtain or receive, on a timely basis, any information
from the Depositor or the Master Servicer (or any Sub-Servicer or Servicing
Function Participant engaged by the Master Servicer) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

            Section 11.06 Sarbanes-Oxley Certification. Each Form 10-K shall
include a Sarbanes-Oxley Certification in the form attached as Exhibit Q
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). 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 Mortgage Loans to, provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person") a certification in the
form attached hereto as Exhibit R-1, R-2, R-3 and R-4, as applicable, 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. In addition, in the event that any
Serviced Companion Loan is deposited into a commercial mortgage securitization,
each Reporting Servicer shall provide to the Person who signs the Sarbanes-Oxley
Certification with respect to an Other Securitization a Performance
Certification (in the form attached hereto as Exhibit R-4) (which shall address
the matters contained in the Performance Certification, but solely with respect
to the related Serviced Companion Loan) on which such Person, the entity for
which the Person acts as an officer (if the Person is an individual), and such
entity's officers, directors and Affiliates can reasonably rely. With respect to
any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan
Pooling and Servicing Agreement, the Master Servicer will use its reasonable
efforts to procure a Sarbanes-Oxley back-up certification from the Non-Serviced
Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer,
Non-Serviced Mortgage Loan Paying Agent and the Non-Serviced Mortgage Loan
Trustee in form and substance similar to a Performance Certification. The senior
officer in charge of the Depositor 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 11.09, (ii)
annual report on assessment of compliance with servicing criteria provided
pursuant to Section 11.10 and (iii) accountant's report provided pursuant to
Section 11.11, 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 11.11. 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 11.06 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 11.07 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the Paying Agent shall
prepare and file on behalf of the Trust any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K ("Form 8-K Disclosure Information") shall be determined and prepared by
and at the direction of the Depositor pursuant to the following paragraph and
the Paying Agent will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except
as set forth in the next paragraph.

            As set forth on Exhibit Y hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than the end of
business on the 2nd Business Day after the occurrence of a Reportable Event
certain parties to this Agreement shall be required to provide to the Depositor
and the Paying Agent, to the extent known by such applicable parties, any Form
8-K Disclosure Information, if applicable.

            After preparing the Form 8-K, the Paying Agent shall forward
electronically a draft copy of the Form 8-K to the Depositor for review no later
than 5 Business Days prior to the filing deadline. No later 2 Business Days
prior to the filing deadline, an officer of the Depositor shall sign the Form
8-K and return an electronic or fax copy of such signed Form 8-K (with an
original executed hard copy to follow by overnight mail) to the Paying Agent. If
a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Paying Agent will follow the procedures set forth in Section
11.03(b). Promptly after filing with the Commission, the Paying Agent will, make
available on its internet website a final executed copy of each Form 8-K. The
signing party at the Depositor can be contacted at [_________________________].
The Depositor and the Master Servicer acknowledge that the performance by the
Paying Agent of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon the Master Servicer and
the Depositor observing all applicable deadlines in the performance of their
duties under this Section 11.07. The Paying Agent shall have no liability for
any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 8-K, where such failure results
from the Paying Agent's inability or failure to obtain or receive, on a timely
basis, any information from the Master Servicer or Depositor needed to prepare,
arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.

            The Master Servicer, the Special Servicer, the Paying Agent and the
Trustee shall promptly notify (and the Master Servicer and the Special Servicer
shall use reasonable best efforts to cause each Sub-Servicer and each Servicing
Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this
Agreement) to promptly notify) the Depositor and the Paying Agent, but in no
event later than one (1) Business Day after its occurrence, of any Reportable
Event of which it has knowledge.

            Section 11.08 Form 15 Filing. Prior to [January 30] of the first
year in which the Paying Agent is able to do so under applicable law, the Paying
Agent shall file a Form 15 relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act. At any time after the filing of a
Form 15 Suspension Notification, if the number of Certificateholders of record
exceeds the number set forth in Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto which would cause the Trust to again
become subject to the reporting requirements of the Exchange Act, the Paying
Agent shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K
as required pursuant to Section 11.04, Section 11.05 and Section 11.07.

            Section 11.09 Annual Compliance Statements. The Master Servicer and
the Special Servicer shall, and the Master Servicer or Special Servicer shall
cause each Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans to, deliver to the Depositor and
the Paying Agent on or before March 1 of each year, commencing in [________]
20[__], 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 Mortgage 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 each 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. The obligations of the
Master Servicer, the Special Servicer and each Additional Servicer under this
Section apply to the Master Servicer, the Special Servicer and each Additional
Servicer that serviced a Mortgage Loan during the applicable period, whether or
not the Master Servicer, the Special Servicer or Additional Servicer is acting
as the Master Servicer, the Special Servicer or Additional Servicer at the time
such Officer's Certificate is required to be delivered.

            Section 11.10 Annual Reports on Assessment of Compliance with
Servicing Criteria. (a) On or before noon (Eastern Time) on [March 1] of each
year, commencing in [________] 20[__], the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent, 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 Mortgage Loans to furnish, to the Trustee, the Paying Agent
and the Depositor, a report on an assessment of compliance with the Servicing
Criteria applicable to it 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 11.05,
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.

            Each such report shall be addressed to the Depositor and signed by
an authorized officer of the applicable company, and shall address each of the
Servicing Criteria specified on a certification substantially in the form of
Exhibit X hereto delivered to the Depositor on the Closing Date. Promptly after
receipt of each such report, (i) the Depositor shall review each such report
and, if applicable, consult with the Master Servicer, the Special Servicer and
the Trustee as to the nature of any material instance of noncompliance with the
Servicing Criteria applicable to it (and each Sub-Servicer or Servicing Function
Participant engaged or utilized by the Master Servicer, the Special Servicer,
the Paying Agent or the Trustee, as applicable), and (ii) the Trustee shall
confirm that the assessments, taken as a whole address all of the Servicing
Criteria, and taken individually address the Servicing Criteria applicable to
each party as set forth on Exhibit X and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Paying Agent, the Trustee
or any Servicing Function Participant shall be required to cause the delivery of
any such assessments until [March 10] 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.

            (b) On the Closing Date, the Master Servicer, the Special Servicer,
the Trustee and the Paying Agent shall furnish to the Depositor the Servicing
Criteria applicable to it, in the form of Exhibit X hereto appropriately
completed (and any Servicing Function Participant that the Master Servicer,
Special Servicer, Trustee or Paying Agent has entered into a servicing
relationship).

            (c) No later than the end of each fiscal year for the Trust, the
Master Servicer and the Special Servicer shall notify the Trustee and the
Depositor as to the name of each Subservicer engaged by it and each Servicing
Function Participant utilized by it, and the Trustee and the Paying Agent shall
notify the Depositor as to the name of each Servicing Function Participant
utilized by it, and each such notice will specify what specific Servicing
Criteria will be addressed in the report on assessment of compliance prepared by
such Servicing Function Participant. When the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent submit their assessments pursuant to
Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee and the
Paying Agent, as applicable, will also at such time include the assessment (and
related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.

            Section 11.11 Annual Independent Public Accountants' Servicing
Report. On or before noon (Eastern Time) on March 1 of each year, commencing in
[________] 20[__], the Master Servicer, the Special Servicer, the Trustee and
the Paying Agent, each at its own expense, shall cause, and the Master Servicer,
the Special Servicer, the Trustee and the Paying Agent shall cause each
Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans to cause, a registered public
accounting firm (which may also render other services to the Master Servicer,
the Special Servicer, the Trustee, the Paying Agent 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,
the Paying Agent 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 applicable to it 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, attests to and reports on such
Reporting Servicer's assessment of compliance with the Servicing Criteria
applicable to it. 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. Each such related accountant's attestation report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act. 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, the Trustee, the Paying Agent or any Servicing Function
Participant, (i) the Depositor shall review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee or the
Paying Agent as to the nature of any defaults by the Master Servicer, the
Special Servicer, the Trustee or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans,
as the case may be, in the fulfillment of any of the Master Servicer's, the
Special Servicer's, the Trustee's, the Paying Agent's or the applicable
Servicing Function Participants' obligations hereunder or under the applicable
sub-servicing or primary servicing agreement, and (ii) the Trustee shall confirm
that each accountants' attestation report submitted pursuant to this Section
relates to an assessment of compliance meeting the requirements of Section 11.10
and notify the Depositor of any exceptions.

            Section 11.12 Indemnification. Each of the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent shall indemnify and hold
harmless each Certification Party from and against any claims, 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, the Special
Servicer, the Trustee or the Paying Agent, 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, the Special Servicer, the Trustee
or the Paying Agent 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, in each
case, it has entered into a servicing relationship with respect to the Mortgage
Loans to indemnify and hold harmless each Certification Party from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and any other costs, fees 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 or
(iii) any failure by a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c).

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Trustee, the Paying Agent, the 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 Sections 11.06, 11.09,
11.10 or 11.11 (or breach of its obligations under the applicable sub-servicing
or 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, in each case, with
which it has entered into a servicing relationship with respect to the Mortgage
Loans to agree to the foregoing indemnification and contribution obligations.
This Section 11.12 shall survive the termination of this Agreement or the
earlier resignation or removal of the Master Servicer or the Special Servicer.

            Section 11.13 Amendments. This Article XI may be amended by the
parties hereto pursuant to Section 12.01 for purposes of complying with
Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and 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.

                               [End of Article XI]

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01 Amendment. (a) This Agreement may be amended from time
to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:

                  (i) to cure any ambiguity to the extent that it does not
            materially and adversely affect any Certificateholder or Companion
            Holder;

                  (ii) to cause the provisions in this Agreement to conform or
            be consistent with or in furtherance of the statements made in the
            Prospectus with respect to the Certificates, the Trust or this
            Agreement or to correct or supplement any of its provisions which
            may be inconsistent with any other provisions therein or to correct
            any error to the extent, in each case, it does not materially and
            adversely affect the interests of any Certificateholder or Companion
            Holder;

                  (iii) to modify, eliminate or add to any of its provisions to
            such extent as shall be necessary to maintain the qualification of
            the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
            REMIC as a REMIC, or the Grantor Trust as a grantor trust at all
            times that any Certificate is outstanding or to avoid or minimize
            the risk of the imposition of any tax on the Trust Fund or either of
            the Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code
            that would be a claim against the Trust Fund or either of the
            Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee
            has received an Opinion of Counsel (at the expense of the party
            requesting such amendment) to the effect that (a) such action is
            necessary or desirable to maintain such qualification or to avoid or
            minimize the risk of the imposition of any such tax and (b) such
            action will not adversely affect in any material respect the
            interests of any Certificateholder or any Companion Holder;

                  (iv) to change the timing and/or nature of deposits into the
            Certificate Account, any Distribution Accounts or REO Account,
            provided that (a) the P&I Advance Date shall in no event be later
            than the Business Day prior to related Distribution Date, (b) such
            change shall not, as evidenced by an Opinion of Counsel (at the
            expense of the party requesting such amendment or at the expense of
            the Trust Fund if the requesting party is the Trustee or the Paying
            Agent), adversely affect in any material respect the interests of
            any Certificateholder or any Companion Holder and (c) such change
            shall not result in the withdrawal, downgrade or qualification of
            the then-current rating assigned to any Class of Certificates as
            evidenced by a letter from each Rating Agency to such effect;

                  (v) to modify, eliminate or add to the provisions of Section
            5.02(c) or any other provision hereof restricting transfer of the
            Residual Certificates by virtue of their being the REMIC "residual
            interests," provided that such change shall not, as evidenced by an
            Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, the
            Upper-Tier REMIC or any of the Certificateholders (other than the
            Transferor) to be subject to a federal tax caused by a Transfer to a
            Person that is a Disqualified Organization or a Non-U.S. Person;

                  (vi) to make any other provisions with respect to matters or
            questions arising under this Agreement which shall not be materially
            inconsistent with the provisions of this Agreement, provided that
            such action shall not, (x) as evidenced by an Opinion of Counsel,
            adversely affect in any material respect the interests of any
            Certificateholder or Companion Holder not consenting thereto (y)
            result in the downgrade, withdrawal or qualification of the
            then-current rating assigned to any Class of Certificates, as
            evidenced by a letter from each Rating Agency;

                  (vii) to amend or supplement any provision hereof to the
            extent necessary to maintain the rating or ratings assigned to each
            Class of Certificates by each Rating Agency, provided that such
            change shall not result in the downgrade, withdrawal or
            qualification of the then-current rating assigned to any Class of
            Certificates, as evidenced by a letter from each Rating Agency to
            such effect; and

                  (viii) to modify the provisions of Sections 3.05 and 3.19
            (with respect to reimbursement of Nonrecoverable Advances and
            Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
            Master Servicer, the Special Servicer, the Trustee and the Directing
            Certificateholder determine that the commercial mortgage backed
            securities industry standard for such provisions has changed, in
            order to conform to such industry standard, (b) such modification
            does not adversely affect the status of the Upper-Tier REMIC or the
            Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel
            and (c) each Rating Agency has delivered written confirmation that
            such modification would not result in the downgrade, withdrawal or
            qualification of any of the then current ratings of any Class of
            Certificates.

provided that no such amendment changes in any manner the obligations of any
Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the
consent of such Mortgage Loan Seller.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66(2)/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

                  (i) reduce in any manner the amount of, or delay the timing
            of, payments which are required to be distributed on any Certificate
            without the consent of the Holder of such Certificate or which are
            required to be distributed to a Companion Holder, without the
            consent of such Companion Holder; or

                  (ii) reduce the aforesaid percentage of Certificates of any
            Class the Holders of which are required to consent to any such
            amendment or remove the requirement to obtain consent of the
            Companion Holders, in any such case without the consent of the
            Holders of all Certificates of such Class then outstanding or the
            Companion Holders, as applicable; or

                  (iii) adversely affect the Voting Rights of any Class of
            Certificates without the consent of the Holders of all Certificates
            of such Class then outstanding; or

                  (iv) change in any manner the obligations of any Mortgage Loan
            Seller under a Mortgage Loan Purchase Agreement without the consent
            of the applicable Mortgage Loan Seller; or

                  (v) without the consent of 100% of the Certificateholders and
            all the Companion Holders or written confirmation that such
            amendment would not result in the downgrading, qualification or
            withdrawal of ratings assigned to any Class of Certificates by any
            Rating Agency, amend the Servicing Standards.

            (c) Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be
required to consent to any amendment hereto without having first received an
Opinion of Counsel (at the Trust Fund's expense) to the effect that such
amendment is permitted hereunder and that such amendment or the exercise of any
power granted to the Master Servicer, the Depositor, the Special Servicer, the
Trustee, the Paying Agent or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust
Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust, cause the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust.

            (d) Promptly after the execution of any such amendment, the Paying
Agent shall furnish a statement describing the amendment to each
Certificateholder and the Trustee and shall furnish a copy of such amendment to
each Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 12.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Paying Agent may prescribe.

            (f) The Trustee shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer or the Trustee requests any
amendment of this Agreement in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 12.01(a) or (c) shall be payable out of the
Certificate Account.

            (h) The Servicing Standards shall not be amended unless each Rating
Agency provides a written confirmation that such amendment would not cause a
downgrading, qualification or withdrawal of the then current ratings assigned to
any of the Certificates.

            (i) Notwithstanding any contrary provisions of this Agreement, this
Agreement may not be amended in a manner that would adversely affect the
distributions to the Swap Counterparty or the Class A-2FL Certificates or the
rights of the Swap Counterparty under the Swap Contract or the rights of the
holders of the Class A-2FL Certificates without the consent of the Swap
Counterparty and 66?% of the Holders of the Class A-2FL Certificates,
respectively.

            Section 12.02 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 Trustee at the expense of
the Depositor on direction by the Special Servicer and with the consent of the
Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            (c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the
location of the Trustee's place of business, the costs of which, if any, to be
at the Trustee's expense.

            Section 12.03 Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee and the Paying Agent a written notice of default hereunder, and of the
continuance thereof, as herein before 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 12.03(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 12.04 Governing Law. This Agreement and the Certificates
shall be construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

            Section 12.05 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 couriered,
sent by facsimile transmission 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: [________]. Any communication required or permitted to
be delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

            Section 12.06 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 12.07 Grant of a Security Interest. The Depositor intends
that the conveyance of the Depositor's right, title and interest in and to the
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loans, all principal and interest received or
receivable with respect to the Mortgage Loans (other than principal and interest
payments due and payable prior to the Cut-off Date and Principal Prepayments
received prior to the Cut-off Date), all amounts held from time to time in the
Certificate Account, the Distribution Accounts, the Excess Interest Distribution
Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if
established, the REO Account, and all reinvestment earnings on such amounts, and
all of the Depositor's right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.

            Section 12.08 Successors and Assigns; Third Party 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 Mortgage
Loan Seller and the Companion Holders (and their agents) is an intended
third-party beneficiary in respect of the respective rights afforded it
hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this
Agreement.

            Section 12.09 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 12.10 Notices to the Rating Agencies. (a) The Trustee shall
use reasonable efforts promptly to provide notice to each Rating Agency and the
Swap Counterparty with respect to each of the following of which it 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 Paying Agent, the
            Master Servicer or the Special Servicer; and

                  (iv) the repurchase or substitution of Mortgage Loans by a
            Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
            Loan Purchase Agreement.

            (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:

                  (i) the resignation or removal of the Trustee;

                  (ii) any change in the location of the Certificate Account;

                  (iii) any event that would result in the voluntary or
            involuntary termination of any insurance of the accounts of the
            Trustee;

                  (iv) any change in the lien priority of any Mortgage Loan with
            respect to an assumption of the Mortgage Loan or additional
            encumbrance described in Section 3.08;

                  (v) any additional lease to an anchor tenant or termination of
            any existing lease to an anchor tenant at retail properties for any
            Mortgage Loan with a Stated Principal Balance that is equal to or
            greater than the lesser of (1) an amount greater than [5]% of the
            then aggregate outstanding principal balances of the Mortgage Loans
            or (2) $[35,000,000];

                  (vi) any material damage to any Mortgaged Property;

                  (vii) any assumption with respect to a Mortgage Loan; and

                  (viii) any release or substitution of any Mortgaged Property.

            (c) Upon written request, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of
inspection reports and other items delivered to each of the Master Servicer and
Special Servicer pursuant to Sections 3.12(a) and 3.12(b).

            (d) The Paying Agent shall promptly furnish notice to the Rating
Agencies of (i) any change in the location of the Distribution Accounts and (ii)
the final payment to any Class of Certificateholders.

            (e) The Trustee, the Paying Agent, the Master Servicer and the
Special Servicer, as applicable, shall furnish to each Rating Agency with
respect to each Mortgage Loan such information as the Rating Agency shall
reasonably request and which the Trustee, the Paying Agent, the Master Servicer
or Special Servicer, can reasonably provide in accordance with applicable law
and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The
Trustee, the Master Servicer and Special Servicer, as applicable, may include
any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 12.10
shall require a party to provide duplicative notices or copies to the Rating
Agencies with respect to any of the above listed items.

                               [End of Article XI]

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                      J.P. MORGAN CHASE COMMERCIAL
                                           MORTGAGE SECURITIES CORP.,
                                           Depositor

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      [________],
                                           Master Servicer

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      [________],
                                           Special Servicer

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      [________],
                                           Trustee and Paying Agent

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

<PAGE>

STATE OF NEW YORK             )
                              )    ss.:
COUNTY OF NEW YORK            )

            On the ____ day of [________], 20[__], before me, a notary public in
and for said State, personally appeared _______________________ known to me to
be a [________] of J.P. Morgan Chase Commercial Mortgage Securities Corp., one
of the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                              ----------------------------------
                                                        Notary Public

                   [SEAL]

My commission expires:


---------------------------

<PAGE>

STATE OF _____________________)
                              )    ss.:
COUNTY OF ____________________)

            On the _____ day of [________], 20[__], before me, a notary public
in and or said State, personally appeared ____________________ known to me to be
a ____________________ of [________], that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                              ----------------------------------
                                                        Notary Public

                   [SEAL]

My commission expires:


---------------------------

<PAGE>

STATE OF                       )
                               )    ss.:
COUNTY OF                      )

            On the ___ day of [________], 20[__], before me, a notary public in
and for said State, personally appeared ___________________ known to me to be a
___________________ of [________], that executed the within instrument, and also
known to me to be the person who executed it on behalf of such national banking
association, and acknowledged to me that such national banking association
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

                   [SEAL]

My commission expires:


---------------------------

<PAGE>

STATE OF ______________________)
                               )  ss.:
COUNTY OF _____________________)

            On the _____ day of [________], 20[__], before me, a notary public
in and or said State, personally appeared ____________________ known to me to be
a ____________________ of [________], that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                              ----------------------------------
                                                        Notary Public

                   [SEAL]

My commission expires:


---------------------------


<PAGE>

                                 o EXHIBIT [A-1]

            o J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

                 o COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            o [________], CLASS [__]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

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

PASS-THROUGH RATE: [..]%                [________]

DENOMINATION: $[..]                     SPECIAL SERVICER: [________]

DATE OF POOLING AND SERVICING           TRUSTEE: [________]
AGREEMENT: AS OF [________], 20 [__]
                                        PAYING AGENT: [________].
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS     CUSIP NO.: [________]
DEFINED HEREIN)
                                        ISIN NO.: [________]
CLOSING DATE: [________], 20 [__]
                                        COMMON CODE NO.: [..]
FIRST DISTRIBUTION DATE:
[________], 20 [__]                     CERTIFICATE NO.: A-1-[--]

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES
AS OF THE CLOSING DATE: $[..]

<PAGE>

                            o CLASS [__] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by

             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class [__] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of [________], 20 [__] (the "Pooling and
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[__] Certificates. The Certificates are designated as the J.P. MORGAN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., Commercial Mortgage Pass-Through
Certificates, Series [________] and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [__] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of $ [________] initial Certificate Balance, and in
integral multiples of $ [__] in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Master
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor
any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66(2)/3% of the Percentage Interests of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate or which are required to be
      distributed to a Companion Holder, without the consent of such Companion
      Holder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment or
      remove the requirement to obtain consent of the Companion Holders, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding or the Companion Holders, as applicable; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
      applicable Mortgage Loan Seller; or

            (v) without the consent of 100% of the Certificateholders and all
      the Companion Holders or written confirmation that such amendment would
      not result in the downgrading, qualification or withdrawal of ratings
      assigned to any Class of Certificates by any Rating Agency, amend the
      Servicing Standards.

            Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be
required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust Fund's
expense) to the effect that such amendment is permitted under the Pooling and
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the
Paying Agent or any other specified person in accordance with such amendment
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust, cause the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust.

            The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class [__] Certificates
may, at their option, upon [60] days' prior notice given to the Trustee, the
Paying Agent and each of the other parties to the Pooling and Servicing
Agreement, purchase all, but not less than all, of the Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,
and thereby effect termination of the Trust Fund and early retirement of the
then outstanding Certificates, on any Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in
the Trust Fund is reduced to less than [1]% of the aggregate Cut-off Date
Principal Balance of all the Mortgage Loans.

            Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates
(other than the Class [__] and the Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       [________],
                                          not in its individual capacity but
                                          solely as Certificate Registrar
                                          under the Pooling and Servicing
                                          Agreement.

                                       By:
                                          --------------------------------------
                                          AUTHORIZED SIGNATORY

Dated: [________], 20 [__]

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       [________],
                                          Authenticating Agent

                                       By:
                                          --------------------------------------
                                          AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common            UNIF GIFT MIN ACT __________Custodian
TEN ENT  -  as tenants by the entireties                     (Cust)
JT TEN   -  as joint tenants with rights   Under Uniform Gifts to Minors
            of survivorship and not as
            tenants in common              Act __________________________
                                                     (State)

            Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________

________________________________________________________________________________
   (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
           (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                                --------------------------------
Dated:_________________                         NOTICE: The signature to this
                                                assignment must correspond with
                                                the name as written upon the
                                                face of this Certificate in
                                                every particular without
                                                alteration or enlargement or any
                                                change whatever.


---------------------------------------
         SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.


<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT C

                    FORM OF INVESTMENT REPRESENTATION LETTER

[________]
  as Trustee and Paying Agent

[________]

[________]
Attention:  [________]

[________]
[________]
Attention:  [________]

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of [________], 20[__] (the "Pooling and Servicing
Agreement"), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, [________], as Master Servicer, [________], as Special
Servicer, and [________], as Trustee and as Paying Agent, on behalf of the
holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series [________] (the "Certificates") in
connection with the transfer by _________________ (the "Seller") to the
undersigned (the "Purchaser") of $_______________ aggregate Certificate Balance
of Class ___ Certificates (the "Certificate"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Pooling and Servicing Agreement.

            In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:

            1. Check one of the following:*

      |_|   The Purchaser is not purchasing a Class S [__] Certificate and the
            Purchaser is an institutional "accredited investor" (an entity
            meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of
            Regulation D under the Securities Act of 1933, as amended (the
            "Securities Act")) and has such knowledge and experience in
            financial and business matters as to be capable of evaluating the
            merits and risks of its investment in the Certificates, and the
            Purchaser and any accounts for which it is acting are each able to
            bear the economic risk of the Purchaser's or such account's
            investment. The Purchaser is acquiring the Certificates purchased by
            it for its own account or for one or more accounts (each of which is
            an "institutional accredited investor") as to each of which the
            Purchaser exercises sole investment discretion. The Purchaser hereby
            undertakes to reimburse the Trust Fund for any costs incurred by it
            in connection with this transfer.

      |_|   The Purchaser is a "qualified institutional buyer" within the
            meaning of Rule 144A ("Rule 144A") promulgated under the Securities
            Act of 1933, as amended (the "Securities Act"). The Purchaser is
            aware that the transfer is being made in reliance on Rule 144A, and
            the Purchaser has had the opportunity to obtain the information
            required to be provided pursuant to paragraph (d)(4)(i) of Rule
            144A.

            2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale (i) to "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof, (ii)
(other than with respect to a Class S Certificate or a Residual Certificate) to
institutional "accredited investors" meeting the requirements of Rule 501(a)(1),
(2), (3) or (7) of Regulation D promulgated under the Securities Act or (iii)
(other than with respect to a Class S Certificate or a Residual Certificate)
pursuant to any other exemption from the registration requirements of the
Securities Act, subject in the case of clauses (ii) and (iii) above to (w) the
receipt by the Certificate Registrar of a letter substantially in the form
hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Certificate Registrar that such reoffer, resale, pledge or
transfer is in compliance with the Securities Act, (y) the receipt by the
Certificate Registrar of such other evidence acceptable to the Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act and other applicable laws and (z) a written undertaking to
reimburse the Trust for any costs incurred by it in connection with the proposed
transfer. The Purchaser understands that the Certificate (and any subsequent
Certificate) has not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent (or intent to resell to only certain investors in certain
exempted transactions) as expressed herein.

            3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.

            4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder or unless an exemption from such registration
or qualification is available.

            5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.

            6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

            7. Check one of the following:**

      |_|   The Purchaser is a U.S. Person (as defined below) and it has
            attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
            successor form).

      |_|   The Purchaser is not a U.S. Person and under applicable law in
            effect on the date hereof, no taxes will be required to be withheld
            by the Paying Agent (or its agent) with respect to distributions to
            be made on the Certificate. The Purchaser has attached hereto [(i) a
            duly executed IRS Form W-8BEN (or successor form), which identifies
            such Purchaser as the beneficial owner of the Certificate and states
            that such Purchaser is not a U.S. Person, (ii) IRS Form W-8IMY (with
            all appropriate attachments) or (iii)]*** two duly executed copies
            of IRS Form W-8ECI (or successor form), which identify such
            Purchaser as the beneficial owner of the Certificate and state that
            interest and original issue discount on the Certificate and
            Permitted Investments is, or is expected to be, effectively
            connected with a U.S. trade or business. The Purchaser agrees to
            provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS
            Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any
            applicable successor IRS forms, or such other certifications as the
            Certificate Registrar may reasonably request, on or before the date
            that any such IRS form or certification expires or becomes obsolete,
            or promptly after the occurrence of any event requiring a change in
            the most recent IRS form of certification furnished by it to the
            Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).

            8. Please make all payments due on the Certificates:****

      |_|   (a)   by wire transfer to the following account at a bank or entity
                  in New York, New York, having appropriate facilities therefor:

                  Bank:_________________________________________________

                  ABA #:________________________________________________

                  Account #:____________________________________________

                  Attention:____________________________________________

      |_|   (b)   by mailing a check or draft to the following address:
                  ______________________________________________________
                  ______________________________________________________
                  ______________________________________________________

            9. If the Purchaser is purchasing a Class [__] Certificate, the
Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly
or indirectly, through one or more partnerships, trusts or other pass-through
entities by a non-U.S. Person.

                                       Very truly yours,


                                       -----------------------------------------
                                                   [The Purchaser]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated:



-------------
* Purchaser must include one of the following two certifications.

** Each Purchaser must include one of the two alternative certifications.

*** Does not apply to a transfer of Class R or Class LR Certificates.

**** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.

<PAGE>

                                   EXHIBIT D-1

                           FORM OF TRANSFER AFFIDAVIT

                                                       AFFIDAVIT PURSUANT TO
                                                       SECTION 860E(e)(4) OF THE
                                                       INTERNAL REVENUE CODE OF
                                                       1986, AS AMENDED

STATE OF                )
                        )  ss:
COUNTY OF               )

            [NAME OF OFFICER], being first duly sworn, deposes and says:

            1. That [he] [she] is [Title of Officer] of [Name of Transferee]
(the "Transferee"), a [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which [he/she] makes this affidavit.

            2. That the Transferee's Taxpayer Identification Number is [      ].

            3. That the Transferee of a J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[________], Class [R] [LR] Certificate (the "Class [R] [LR] Certificate") is not
a Disqualified Organization (as defined below) or an agent thereof (including
nominee, middleman or other similar person) (an "Agent"), or an ERISA Prohibited
Holder or a Non-U.S. Person (as defined below). For these purposes, a
"Disqualified Organization" means any of (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, majority
of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Master Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any of the [Upper-Tier REMIC], [the
Lower-Tier REMIC] to fail to qualify as a REMIC, or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions. For these purposes, "ERISA Prohibited
Holder" means an employee benefit plan subject to Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a
church plan (as defined in Section 3(33) of ERISA) for which no election has
been made under Section 410(d) of the Code subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (each a "Plan") or a person acting on behalf of or investing
the assets of such a Plan. For these purposes, "Non-U.S. Person" means any
person other than a U.S. Person (within the meaning of Section 7701(a)(30) of
the Code), unless, with respect to the Transfer of a Residual Certificate, (i)
such person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the Transferor and the
Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or
(ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes; provided,
that a partnership shall be considered a Non-U.S. Person (and clause (i) of this
sentence shall not apply) if any of its interests are owned, directly or
indirectly, through any partnership, trust or other pass-through entity, by any
person that is a Non-U.S. Person.

            4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.

            5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.

            6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
certifying that it has no actual knowledge that such Person or entity is a
Disqualified Organization, or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person and that it has no reason to know that such Person or entity
does not satisfy the requirements set forth in paragraph 4 hereof.

            7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement, dated [________], 20[__], by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, [________], as Master
Servicer, [________], as Special Servicer, and [________], as Trustee and as
Paying Agent (the "Pooling and Servicing Agreement"), as may be required to
further effectuate the restrictions on transfer of the Class [R] [LR]
Certificate to such a Disqualified Organization, or an Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.

            8. That, if a "tax matters person" is required to be designated with
respect to [the Upper-Tier REMIC], [the Lower-Tier REMIC], the Transferee agrees
to act as "tax matters person" and to perform the functions of "tax matters
person" of [the Upper-Tier REMIC] [the Lower-Tier REMIC] pursuant to Section
10.01(c) of the Pooling and Servicing Agreement, and, in such event, agrees to
the irrevocable designation of the Trustee as the Transferee's agent in
performing the function of "tax matters person."

            9. That the Transferee has reviewed, and agrees to be bound by and
to abide by, the provisions of Section 5.02(c) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of the Class [R]
[LR] Certificate.

            10. That the Transferee will not cause income from the Class [R][LR]
Certificate to be attributable to, a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other U.S. person.

            11. Check one of the following:

            |_| That the present value of the anticipated tax liabilities
associated with holding the Class [R] [LR] Certificate does not exceed the sum
of:

            (i) the present value of any consideration given to the Transferee
to acquire such Class [R][LR] Certificate;

            (ii) the present value of the expected future distributions on such
Class [R] [LR] Certificate; and

            (iii) the present value of the anticipated tax savings associated
with holding such Class [R] [LR] Certificate as the related REMIC generates
losses.

            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.

            |_| That the transfer of the Class [R] [LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Sections 1.860E-1(c)(6)(i), as to
                  which income from Class [R] [LR] 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)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class [R] [LR] Certificate
                  only to another "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), in a
                  transaction that satisfies the requirements of U.S. Treasury
                  Regulations Sections 1.860G-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] [LR] 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.

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
20__.

                                       [NAME OF TRANSFEREE]


                                       By:
                                          --------------------------------------
                                                   [Name of Officer]
                                                   [Title of Officer]


                                       By:
                                          --------------------------------------
                                                   [Name of Officer]
                                                   [Title of Officer]

<PAGE>

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.

            Subscribed and sworn before me this ___ day of __________, 20__.



---------------------------------------
NOTARY PUBLIC

COUNTY OF _____________________________

STATE OF ______________________________

My commission expires the ___ day of __________, 20__.

<PAGE>

                                   EXHIBIT D-2

                            FORM OF TRANSFEROR LETTER

                                     [Date]

[________]
  as Certificate Registrar
[________]
[________]
Attention:  Corporate Trust CMBS
            J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

            Re:   J.P. Morgan Chase Commercial Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  [________]

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3, 4 and 10 thereof are not
satisfied or, after conducting a reasonable investigation of the financial
condition of the transferee, that the information contained in paragraphs 3, 4
and 10 thereof is not true.

                                       Very truly yours,

                                       [Transferor]



                                       ------------------

<PAGE>

                                    EXHIBIT E

                           FORM OF REQUEST FOR RELEASE

                                                  __________[Date]

[________]
[________]
[________]
Attention:  Corporate Trust Services

            Re:   J.P. Chase Commercial Mortgage Securities Corp, Commercial
                  Mortgage Pass-Through Certificates, Series [________],
                  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 [________], 20[__] (the "Pooling and Servicing Agreement"), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
[________], as Master Servicer, [________], as Special Servicer, and you, as
Trustee and as Paying Agent, the undersigned hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

Mortgagor's Name:

Address:

Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

            ______      1.    Mortgage Loan paid in full. [The Master Servicer]
                              [The Special Servicer] hereby certifies that all
                              amounts received in connection with the Mortgage
                              Loan have been or will be credited to the
                              Certificate Account pursuant to the Pooling and
                              Servicing Agreement.

            ______      2.    The Mortgage Loan is being foreclosed.

            ______      3.    Other. (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                       [MASTER SERVICER] [SPECIAL SERVICER]

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                    EXHIBIT F

                       FORM OF ERISA REPRESENTATION LETTER

[________]
 as Trustee and Paying Agent
[________]
[________]
Attention:  [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention: Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of J.P. Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series [________], Class
__ (the "Certificate") issued pursuant to that certain Pooling and Servicing
Agreement, dated [________], 20[__] (the "Pooling and Servicing Agreement"), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor
("Depositor"), [________], as Master Servicer, [________], as special servicer
("Special Servicer"), and [________], as trustee (in such capacity, "Trustee")
and as paying agent (in such capacity, "Paying Agent"). Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such
terms in the Pooling and Servicing Agreement.

            In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:

            1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions 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 a governmental plan (as defined in Section
3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) for
which no election has been made under Section 410(d) of the Code, subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan or Plans and the application of Department of Labor
Regulation ss. 2510.3-101), other than (except in the case of the Class S
Certificates) an insurance company using the assets of its "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption ("PTCE") 95-60) under circumstances whereby the
purchase and holding of Offered Private Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of PTCE 95-60.

            2. Except in the case of the Class S Certificates, which may not be
transferred to a Person described in 1(a) or (b) above, the Purchaser
understands that if the Purchaser is a Person referred to in 1(a) or (b) above,
such Purchaser is required to provide to the Certificate Registrar an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Paying Agent, the Certificate Registrar,
the Master Servicer, the Special Servicer, the Dealers or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at
the expense of the Depositor, the Master Servicer, the Special Servicer, the
Paying Agent, the Dealers, the Certificate Registrar or the Trust Fund.

            IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___ day of _____________, 20__.

                                       Very truly yours,


                                       -----------------------------------------
                                                   [The Purchaser]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT G

                     FORM OF STATEMENT TO CERTIFICATEHOLDERS

[To be attached to the Prospectus Supplement for each Series of certificates]

<PAGE>

                                    EXHIBIT H

                           FORM OF OMNIBUS ASSIGNMENT
                           --------------------------

            [NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT
ASSIGNOR] (the "Assignor") for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby sells, transfers, assigns,
delivers, sets over and conveys, without recourse, representation or warranty,
express or implied, unto "[________], as Trustee for the registered holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series [________]" (the "Assignee"), having an office
at [________] Attn: [________], its successors and assigns, all right, title and
interest of the Assignor in and to:

            That certain mortgage and security agreement, deed of trust and
security agreement, deed to secure debt and security agreement, or similar
security instrument (the "Security Instrument"), and that certain Promissory
Note (the "Note"), for each of the Mortgage Loans shown on the Mortgage Loan
Schedule attached hereto as Exhibit B, and that certain assignment of leases and
rents given in connection therewith and all of the Assignor's right, title and
interest in any claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or
to or with respect to the Security Instrument and the Note, together with any
other documents or instruments executed and/or delivered in connection with or
otherwise related to the Security Instrument and the Note.

            IN WITNESS WHEREOF, the Assignor has executed this instrument under
seal to be effective as of the [__] day of [_____________], 200[__].

                                       [NAME OF CURRENT ASSIGNOR]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT I-1

                    FORM OF REGULATION S TRANSFER CERTIFICATE

                            DURING RESTRICTED PERIOD

[________]
  as Trustee and Paying Agent
[________]
[________]

Attention:  J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention:  Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates,
            Series [________]Class [__]

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02(b) of the
Pooling and Servicing Agreement, dated [________], 20[__] (the "Pooling and
Servicing Agreement"), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as [________], as Master Servicer, [________], as Special
Servicer, and [________], as Trustee and as Paying Agent, on behalf of the
holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series [________], Class __ (the
"Certificates") in connection with the transfer by the undersigned (the
"Transferor") to _________________ (the "Transferee") of $__________________
[Certificate Balance] [Notional Amount] of Certificates, in fully registered
form (each, an "Definitive Certificate"), or a beneficial interest of such
aggregate [Certificate Balance] [Notional Amount] in the Regulation S Book-Entry
Certificate (the "Book-Entry Certificate") maintained by The Depository Trust
Company or its successor as Depositary under the Pooling and Servicing Agreement
(such transferred interest, in either form, being the "Transferred Interest").

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (1) the offer of the Transferred Interest was not made to a person
            in the United States;

            (2) [at the time the buy order was originated, the Transferee was
            outside the United States or the Transferor and any person acting on
            its behalf reasonably believed that the Transferee was outside the
            United States] [the transaction was executed in, on or through the
            facilities of a designated offshore securities market and neither
            the undersigned nor any person acting on its behalf knows that the
            transaction was pre-arranged with a buyer in the United States];*

            (3) the transferee is not a U.S. Person within the meaning of Rule
            902(o) of Regulation S nor a person acting for the account or
            benefit of a U.S. Person, and upon completion of the transaction,
            the Transferred Interest will be held with the Depository through
            [Euroclear] [Clearstream];**

            (4) no directed selling efforts have been made in contravention of
            the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
            applicable; and

            (5) the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.

                                       [Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       Dated:


----------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.

** Select appropriate depository.

<PAGE>

                                   EXHIBIT I-2

                    FORM OF REGULATION S TRANSFER CERTIFICATE

                             AFTER RESTRICTED PERIOD

[________]
  as Certificate Registrar
[________]
[________]

Attention: J.P. Morgan Commercial Mortgage Securities Corp., Series [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention: Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates,
            Series [________] Class [__]

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02(b) the
Pooling and Servicing Agreement, dated [________], 20[__] (the "Pooling and
Servicing Agreement"), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, [________], as Master Servicer, [________], as
Special Servicer, and [________], as Trustee and as Paying Agent, on behalf of
the holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________], Class __ (the
"Certificates") in connection with the transfer by the undersigned (the
"Transferor") to _________________ (the "Transferee") of $__________________
[Certificate Balance][Notional Amount] of Certificates, in fully registered form
(each, an "Definitive Certificate"), or a beneficial interest of such aggregate
[Certificate Balance][Notional Amount] in the Regulation S Book-Entry
Certificate (the "Book-Entry Certificate") maintained by The Depository Trust
Company or its successor as Depositary under the Pooling and Servicing Agreement
(such transferred interest, in either form, being the "Transferred Interest").

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (1) the offer of the Transferred Interest was not made to a person
            in the United States;

            (2) [at the time the buy order was originated, the Transferee was
            outside the United States or the Transferor and any person acting on
            its behalf reasonably believed that the Transferee was outside the
            United States] [the transaction was executed in, on or through the
            facilities of a designated offshore securities market and neither
            the undersigned nor any person acting on its behalf knows that the
            transaction was pre-arranged with a buyer in the United States];*

            (3) no directed selling efforts have been made in contravention of
            the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
            applicable; and

            (4) the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.

                                       [Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Dated:

-----------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.

<PAGE>

                                    EXHIBIT J

                         FORM OF PURCHASE OPTION NOTICE

[________]
[________]
[________]
Attention:  J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

[________]
[________]
[________]

[________]
[________]
[________]



J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]

      Re:   J.P. Morgan Chase Commercial Mortgage Corporation Commercial
            Mortgage Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
from the Trust Fund, pursuant to Section 3.18 of the pooling and servicing
agreement, dated [________], 20[__] (the "Pooling and Servicing Agreement"), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor
("Depositor"), [________], as Master Servicer, ("Master Servicer"), [________],
as special servicer ("Special Servicer"), and [________], as Trustee (in such
capacity, "Trustee") and as Paying Agent (in such capacity, "Paying Agent").
Capitalized terms used herein and not otherwise defined shall have the meaning
set forth in the Pooling and Servicing Agreement.

            The undersigned, holder of the Purchase Option (the "Option
Holder"), [is the Controlling Class Certificateholder] [acquired its Purchase
Option from the Controlling Class Certificateholder on ___________] [is the
Special Servicer] [acquired its Purchase Option from the Special Servicer].

            The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option
Price, as defined in Section 3.18(a)(ii) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of its receipt of the Master Servicer's notice
confirming that the exercise of its Purchase Option is effective, [the
undersigned Option Holder] [______________, an Affiliate of the undersigned
Option Holder] will deliver the Option Price to or at the direction of the
Master Servicer in exchange for the release of the Mortgage Loan, the related
Mortgaged Property and delivery of the related Mortgage File.

            The undersigned Option Holder agrees that it shall prepare and
provide the Master Servicer with such instruments of transfer or assignment, in
each case without recourse, as shall be reasonably necessary to vest in it or
its designee the ownership of Mortgage Loan [__], together with such other
documents or instruments as the Master Servicer shall reasonably require to
consummate the purchase contemplated hereby.

            The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and, further, that
upon receipt of the Master Servicer's notice confirming that the exercise of its
Purchase Option is effective, the undersigned Option Holder, or its designee,
shall be obligated to close its purchase of Mortgage Loan ___ in accordance with
the terms and conditions of this letter and of the Pooling and Servicing
Agreement.

                                    Very truly yours,

                                    [Option Holder]

                                     By:
                                     Name:
                                     Title:

            [By signing this letter in the space provided below, the
[Controlling Class Certificateholder] [Special Servicer] hereby acknowledges and
affirms that it transferred its Purchase Option to the Option Holder identified
above on [_________].


[_______________________]

By:
   ----------------------
Name:
Title:]

<PAGE>

                                    EXHIBIT K

                        FORM OF TRANSFER CERTIFICATE FOR
                RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
               BOOK-ENTRY CERTIFICATE DURING THE RESTRICTED PERIOD

      (Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

[________]
[________]
[________]
Attention:  J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention: Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]
            Class [__]

Ladies and Gentlemen:

            Reference is hereby made to the Pooling and Servicing Agreement,
dated [________], 20[__] (the "Pooling and Servicing Agreement"), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
[________], as Master Servicer, [________], as Special Servicer, and [________],
as Trustee and as Paying Agent, on behalf of the holders of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [________]. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.

            This letter relates to US $[_______] aggregate [Certificate
Balance][Notional Amount] of Certificates (the "Certificates") which are held in
the form of the Rule 144A Book-Entry Certificate (CUSIP No. _________) with the
Depository in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest for an interest
in the Regulation S Book-Entry Certificate (CUSIP No. __________) to be held
with [Euroclear] [CEDEL]* (Common Code No.____________) through the Depositary.

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:

            (1) the offer of the Certificates was not made to a person in the
            United States,

            (2) [at the time the buy order was originated, the transferee was
            outside the United States or the Transferor and any person acting on
            its behalf reasonably believed that the transferee was outside the
            United States] [the transaction was executed in, on or through the
            facilities of a designated offshore securities market and neither
            the transferor nor any person acting on its behalf knows that the
            transaction was pre-arranged with a buyer in the United States],*

            (3) the transferee is not a U.S. Person within the meaning of Rule
            902(o) of Regulation S nor a Person acting for the account or
            benefit of a U.S. Person,

            (4) no directed selling efforts have been made in contravention of
            the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
            applicable,

            (5) the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act, and

            (6) upon completion of the transaction, the beneficial interest
            being transferred as described above will be held with the
            Depository through [Euroclear] [Clearstream].**

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Dated:

----------
* Select appropriate depository.

* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.

** Select appropriate depository.

<PAGE>

                                    EXHIBIT L

                             CLASS X REFERENCE RATES

<PAGE>

                                    EXHIBIT M

                                   [RESERVED]

<PAGE>

                                    EXHIBIT N

                        FORM OF TRANSFER CERTIFICATE FOR

                RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
                 BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD

      (Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

[________]
[________]
[________]

Attention:  J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention: Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________],
            Class [__]

Ladies and Gentlemen:

            Reference is hereby made to the Pooling and Servicing Agreement,
dated [________], 20[__] (the "Pooling and Servicing Agreement"), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
M[________], as Master Servicer, [________], as Special Servicer, and
[________], as Trustee and as Paying Agent, on behalf of the holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series [________]. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.

            This letter relates to US $[________] aggregate [Certificate
Balance] [Notional Amount] of Certificates (the "Certificates") which are held
in the form of the Rule 144A Book-Entry Certificate (CUSIP No. ________) with
the Depository in the name of [insert name of transferor] (the "Transferor").
The Transferor has requested a transfer of such beneficial interest in the
Certificates for an interest in the Regulation S Book-Entry Certificate (Common
Code No. _____).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:

            (1) the offer of the Certificates was not made to a person in the
            United States;

            (2) [at the time the buy order was originated, the transferee was
            outside the United States or the Transferor and any person acting on
            its behalf reasonably believed that the transferee was outside the
            United States] [the transaction was executed in, on or through the
            facilities of a designated offshore securities market and neither
            the Transferor nor any person acting on its behalf knows that the
            transaction was pre-arranged with a buyer in the United States];*

            (3) no directed selling efforts have been made in contravention of
            the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
            applicable; and

            (4) the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Dated:

----------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.

<PAGE>

                                    EXHIBIT O

                         FORM OF TRANSFER CERTIFICATE OF
                    FROM REGULATION S BOOK-ENTRY CERTIFICATE
                   TO RULE 144A GLOBAL BOOK-ENTRY CERTIFICATE
                            DURING RESTRICTED PERIOD

      (Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

[________]
As Trustee and Paying Agent

[________]
[________]
Attention:   J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention: Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________],
            Class[__]

Ladies and Gentlemen:

            Reference is hereby made to the Pooling and Servicing Agreement,
dated [________], 20[__] (the "Pooling and Servicing Agreement"), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
[________], as Master Servicer, [________], as Special Servicer, and [________],
as Trustee and as Paying Agent, on behalf of the holders of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [________]. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.

            This letter relates to US $[________] aggregate [Certificate
Balance] [Notional Amount] of Certificates (the "Certificates") which are held
in the form of the Regulation S Book-Entry Certificate (CUSIP No. _______) with
[Euroclear] [Clearstream]* (Common Code No.__________) through the Depository in
the name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Certificates for an
interest in the Regulation 144A Book-Entry Certificate (CUSIP No.____________).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in
the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, in each case in
a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any
jurisdiction.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer, the Special Servicer and Initial Purchasers of the offering
of the Certificates.

                                       [Insert Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Dated:

----------
* Select appropriate depository.


<PAGE>

                                    EXHIBIT P

                  FORM OF TRANSFER CERTIFICATE FOR REGULATION S
                 BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD

[________]
As Certificate Registrar

[________]
[________]
Attention:  J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

J.P. Morgan Chase Commercial Mortgage Securities Corp.
[270 Park Avenue, 10th Floor
New York, New York 10017]
Attention:  Real Estate Structured Finance - Securitization Group

      Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________],
            Class_[__]

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02(b) of the
Pooling and Servicing Agreement, dated [________], 20[__] (the "Pooling and
Servicing Agreement"), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, [________], as Master Servicer, [________], as
Special Servicer, and [________], as Trustee and as Paying Agent, on behalf of
the holders of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________] in connection
with the transfer by _______________ of a beneficial interest of $___________
[Certificate Balance] [Notional Amount] in a Book-Entry Certificate during the
Restricted Period to the undersigned (the "Transferee"). The Transferee desires
to beneficially own such transferred interest in the form of the Regulation S
Book-Entry Certificate. Capitalized terms used but not defined herein shall have
the meanings given to them in the Pooling and Servicing Agreement.

            In connection with such transfer, the Transferee does hereby certify
that it is not a "U.S. Person" (within the meaning of Rule 902 Regulation S
under the Securities Act of 1933, as amended). This certificate and the
statements contained herein are made for your benefit and the benefit of the
Depositor, the Trustee, the Paying Agent, the Master Servicer and the Special
Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Dated:

<PAGE>

                                    EXHIBIT Q

                           FORM OF CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                                  CERTIFICATION
                                  -------------

             J.P. Morgan Chase Commercial Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates, Series [________] (the "Trust")

            I, [identify the certifying individual_____________], the President
and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities
Corp., the depositor into the above-referenced Trust, certify that:

1.    I have reviewed this annual report on Form 10-K, and all reports on Form
      8-K containing distribution or servicing reports filed in respect of
      periods included in the year covered by this annual report, of the Trust;

2.    Based on my knowledge, the information in these reports, 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 this annual report;

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the paying agent by the master servicer and the special
      servicer under the pooling and servicing agreement for inclusion in these
      reports is included in these reports;

4.    Based on my knowledge and upon the annual compliance statement included in
      this annual report and required to be delivered to the paying agent in
      accordance with the terms of the pooling and servicing agreement, and
      except as disclosed in this annual report, the master servicer and the
      special servicer have fulfilled their obligations under the pooling and
      servicing agreement; and

5.    This annual report discloses all significant deficiencies relating to the
      master servicer's or special servicer's compliance with the minimum
      servicing standards based upon the report provided by an independent
      public accountant, after conducting a review in compliance with the
      Uniform Single Attestation Program for Mortgage Bankers or similar
      procedure, as set forth in the pooling and servicing agreement, that is
      included in this annual report.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [_____].

Date:
     ----------------------------------

 By:
    -----------------------------------

<PAGE>

                                   EXHIBIT R-1

                           FORM OF CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY PAYING AGENT

                                  CERTIFICATION
                                  -------------

             J.P. Morgan Chase Commercial Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates, Series [________] (the "Trust")

            I, [identify the certifying individual], a [title] of [________],
certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

1.    I have reviewed the annual report on Form 10-K for the fiscal year 20___,
      and all reports on Form 8-K containing distribution or servicing reports
      filed in respect of periods included in the year covered by that annual
      report, of the Trust;

2.    Based on my knowledge, the distribution information in these reports,
      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 that annual report;
      and

3.    Based on my knowledge, the distribution or servicing information provided
      to the paying agent by the master servicer under the pooling and servicing
      agreement for inclusion in these reports is included in these reports.

Date:
     -----------------------------

[________]

By:
   -------------------------------
   [Name]
   [Title]

<PAGE>

                                   EXHIBIT R-2

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE MASTER SERVICER

                                  CERTIFICATION
                                  -------------

             J.P. Morgan Chase Commercial Mortgage Securities Corp.
      Commercial Mortgage Pass-Through Certificates, Series [________] (the
                                 "Certificates")

            I, [identify the certifying individual], a [title] of
[_________________________], on behalf of [_________________________], certify
to J.P. Morgan Chase Commercial Mortgage Securities Corp. and their officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification in delivering the Certification required by the pooling
and servicing agreement relating to the Certificates (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
pooling and servicing agreement), that:

1.    I have reviewed the information and reports relating to the trust fund
      delivered by the Master Servicer to the Paying Agent covering the fiscal
      year 20__ with respect to the mortgage loans being serviced under the
      Pooling and Servicing Agreement (the "Information");

2.    Based on my knowledge, the Information in these reports, 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 with
      respect to the period covered by the 10-K report;

3.    Based on my knowledge, the Information required to be provided to the
      Paying Agent by the Master Servicer under the Pooling and Servicing
      Agreement for inclusion in the reports to be filed by the Trustee is
      included in the servicing reports delivered by the Master Servicer to the
      Trustee;

4.    Based on my knowledge and the compliance reviews conducted in preparing
      the Master Servicer's annual compliance statement required under the
      Pooling and Servicing Agreement, and except as disclosed in the Officer's
      Certificate delivered to the Master Servicer pursuant to Section 11.11 of
      the Pooling and Servicing Agreement in connection with such review, the
      Master Servicer has fulfilled its obligations under the Pooling and
      Servicing Agreement or the applicable sub-servicing agreement or primary
      servicing agreement; and

5.    All reports on assessment of compliance with servicing criteria for asset
      backed securities and their related attestation reports on assessment of
      compliance with servicing criteria for asset backed securities required to
      be provided by the Master Servicer under the Pooling and Servicing
      Agreement have been provided by the Master Servicer and comply with
      Regulation AB under the 1933 Act. Based on my knowledge, there are no
      significant deficiencies relating to the Master Servicer's compliance with
      the Servicing Criteria based upon the report provided by a registered
      public accounting firm, after conducting a review in compliance with the
      standards for attestation engagements issued or adopted by the PCAOB,
      delivered to the Master Servicer pursuant to Section 11.13 of the Pooling
      and Servicing Agreement, except as disclosed in such report.



Date:
     --------------------------
[________]

By:
   ----------------------------
[Name]
[Title]

<PAGE>

                                   EXHIBIT R-3

                           FORM OF CERTIFICATION TO BE
                    PROVIDED TO DEPOSITOR BY SPECIAL SERVICER

                                  CERTIFICATION
                                  -------------

             J.P. Morgan Chase Commercial Mortgage Securities Corp.
      Commercial Mortgage Pass-Through Certificates, Series [________] (the
                                 "Certificates")

            I, [identify the certifying individual], a [title] of [________], on
behalf of [________], certify to J.P. Morgan Chase Commercial Mortgage
Securities Corp. and their officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification in delivering
the Certification required by the pooling and servicing agreement relating to
the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the pooling and servicing agreement),
that:

4.    1. I have reviewed the servicing reports or information relating to the
      trust fund delivered by the Special Servicer to the Master Servicer
      covering the fiscal year 20__;

5.    2. Based on my knowledge, the servicing information in these reports
      delivered by the Special Servicer, 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 these servicing reports;

6.    3. Based on my knowledge, the servicing information required to be
      provided to the Master Servicer by the Special Servicer under the pooling
      and servicing agreement for inclusion in the reports to be filed by the
      Paying Agent is included in the servicing reports delivered by the Special
      Servicer to the Master Servicer;

7.    4. I am responsible for reviewing the activities performed by the Special
      Servicer under the pooling and servicing agreement and based upon my
      knowledge and the annual compliance review required under Section 3.13 of
      the pooling and servicing agreement with respect to the Special Servicer,
      and except as disclosed in the compliance certificate delivered by the
      Special Servicer under Section 3.13 of the pooling and servicing
      agreement, the Special Servicer has fulfilled its obligations under the
      pooling and servicing agreement in all material respects in the year to
      which such review applies; and

8.    5. The accountant's statement delivered pursuant to Section 3.14 of the
      pooling and servicing agreement discloses all significant deficiencies
      relating to the Special Servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the pooling and servicing agreement.

Date:
     ----------------------------


---------------------------------
 [Title]

[________]

<PAGE>

                                    EXHIBIT S

                            INITIAL COMPANION HOLDERS

<PAGE>

                                    EXHIBIT T

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

            To:   [________]
                  [________]
                  [________]

            Attn: Commercial Mortgage Surveillance Group

            From: [________], in its capacity as Master Servicer (the "Master
                  Servicer") under the Pooling and Servicing Agreement dated as
                  of [________], 20[__] (the "Pooling and Servicing Agreement"),
                  among the Master Servicer, [________], as Trustee, and others.

Dated:   Date:    _________, 20___

            Re:   J.P. Morgan Commercial Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  [--------]

                  Mortgage Loan (the "Mortgage Loan") identified by loan number
                  _____ on the Mortgage Loan Schedule attached to the Pooling
                  and Servicing Agreement and heretofore secured by the
                  Mortgaged Properties identified on the Mortgage Loan Schedule
                  by the following names:____________________
                                         ____________________

            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

            As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

            (a) Notify you that the Mortgagor has consummated a defeasance of
the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:

            ____ a full defeasance of the entire principal balance of the
            Mortgage Loan; or

            ____ a partial defeasance of a portion of the principal balance of
            the Mortgage Loan that represents and, an allocated loan amount of
            $____________ or _______% of the entire principal balance of the
            Mortgage Loan;

            (b) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standards, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:

            (i) The Mortgage Loan documents permit the defeasance, and the terms
      and conditions for defeasance specified therein were satisfied in all
      material respects in completing the defeasance.

            (ii) The defeasance was consummated on __________, 20__.

            (iii) The defeasance collateral consists of securities that (i)
      constitute "government securities" as defined in Section 2(a)(16) of the
      Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are
      listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
      2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance
      Criteria 2000, as amended to the date of the defeasance, (iii) are rated
      `AAA' by S&P, (iv) if they include a principal obligation, the principal
      due at maturity cannot vary or change, and (v) are not subject to
      prepayment, call or early redemption.

            (iv) The Master Servicer received an opinion of counsel (from
      counsel approved by the Master Servicer in accordance with the Servicing
      Standard) that the defeasance will not result in an Adverse REMIC Event.

            (v) The Master Servicer determined that the defeasance collateral
      will be owned by an entity (the "Defeasance Obligor") that is a
      Single-Purpose Entity (as defined in Standard & Poor's Structured Finance
      Ratings Real Estate Finance Criteria, as amended to the date of the
      defeasance (the "S&P Criteria")) as of the date of the defeasance, and
      after the defeasance owns no assets other than the defeasance collateral
      and real property securing Mortgage Loans included in the pool.

            (vi) The Master Servicer received written confirmation of the
      crediting of the defeasance collateral to an Eligible Account (as defined
      in the S&P Criteria) in the name of the Defeasance Obligor, which account
      is maintained as a securities account by a securities intermediary and has
      been pledged to the Trustee.

            (vii) The agreements executed in connection with the defeasance (i)
      grant control of the pledged securities account to Trustee, (ii) require
      the securities intermediary to make the scheduled payments on the Mortgage
      Loan from the proceeds of the defeasance collateral directly to the Master
      Servicer's collection account in the amounts and on the dates specified in
      the Mortgage Loan documents or, in a partial defeasance, the portion of
      such scheduled payments attributed to the allocated loan amount for the
      real property defeased, increased by any defeasance premium specified in
      the Mortgage Loan documents (the "Scheduled Payments"), (iii) permit
      reinvestment of proceeds of the defeasance collateral only in Permitted
      Investments (as defined in the S&P Criteria), (iv) permit release of
      surplus defeasance collateral and earnings on reinvestment from the
      pledged securities account only after the Mortgage Loan has been paid in
      full, if any such release is permitted, (v) prohibit transfers by the
      Defeasance Obligor of the defeasance collateral and subordinate liens
      against the defeasance collateral, and (vi) provide for payment from
      sources other than the defeasance collateral or other assets of the
      Defeasance Obligor of all fees and expenses of the securities intermediary
      for administering the defeasance and the securities account and all fees
      and expenses of maintaining the existence of the Defeasance Obligor.

            (viii) The Master Servicer received written confirmation from a firm
      of independent certified public accountants, who were approved by the
      Master Servicer in accordance with the Servicing Standard stating that (i)
      revenues from the defeasance collateral (without taking into account any
      earnings on reinvestment of such revenues) will be sufficient to timely
      pay each of the Scheduled Payments after the defeasance including the
      payment in full of the Mortgage Loan (or the allocated portion thereof in
      connection with a partial defeasance) on its Maturity Date (or, in the
      case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
      received in any month from the defeasance collateral will be applied to
      make Scheduled Payments within four (4) months after the date of receipt,
      and (iii) interest income from the defeasance collateral to the Defeasance
      Obligor in any calendar or fiscal year will not exceed such Defeasance
      Obligor's interest expense for the Mortgage Loan (or the allocated portion
      thereof in a partial defeasance) for such year.

            (ix) The Mortgage Loan is not among the ten (10) largest loans in
      the pool. The entire principal balance of the Mortgage Loan as of the date
      of defeasance was less than both $[______] and five percent of pool
      balance, which is less than [__]% of the aggregate Certificate Balance of
      the Certificates as of the date of the most recent Trustee's Distribution
      Date Statement received by us (the "Current Report").

            (x) [The Master Servicer has received opinions of counsel stating
      that the Trustee possesses a valid, perfected first priority security
      interest in the defeasance collateral and that the documents executed in
      connection with the defeasance are enforceable in accordance with their
      respective terms.]

            (xi) The defeasance described herein, together with all prior and
      simultaneous defeasances of Mortgage Loans, brings the total of all fully
      and partially defeased Mortgage Loans to $__________________, which is
      _____% of the aggregate Certificate Balance of the Certificates as of the
      date of the Current Report.

            (c) Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance.

            (d) Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

            (e) Agree to provide copies of all items listed in Exhibit B to you
upon request.

<PAGE>

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                       [________]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT U

   INFORMATION REQUEST FROM CERTIFICATEHOLDER, BENEFICIAL OWNER OR PROSPECTIVE
                                    PURCHASER

[Date]

[________]
[________]
[________]
Attention:  J.P. Morgan Chase Commercial Mortgage Securities Corp.  [________]

      Re:   J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [________]

            Pursuant to the Pooling and Servicing Agreement, dated as of
[________], 20[__] (the "Agreement"), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, [________], as Master Servicer,
[________], as Special Servicer, and [________], as Trustee and as Paying Agent,
with respect to the J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________] (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

            1. The undersigned is a [Holder] [Certificate Owner] [prospective
purchaser] of $___________ aggregate [Certificate Balance/Notional Amount] of
the Class ____ Certificates.

            2. The undersigned is requesting access to the information (the
"Information") on the Paying Agent's Internet Website pursuant to Section 4.02
of the Agreement.

            3. In consideration of the Paying Agent's disclosure to the
undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
the Information), and such Information will not, without the prior written
consent of the Trustee, be disclosed by the undersigned or by its officers,
directors, partners employees, agents or 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 is
contemplating the purchase of any Certificate, but only if such person or entity
confirms in writing such prospective ownership interest and agrees to keep it
confidential; and provided that the undersigned may provide all or any part of
the Information to its auditors, legal counsel and regulators.

            4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of 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 or under any other applicable law.

            Capitalized terms not defined herein shall have the same meaning
ascribed to them in the Agreement.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                       [HOLDER] [CERTIFICATE OWNER]
                                          [PROSPECTIVE PURCHASER]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Telephone No.:

<PAGE>

                                    EXHIBIT V

                     TRUSTEE CERTIFICATION/EXCEPTION REPORT

                                     [DATE]

To the Persons Listed on the attached Schedule A

      Re:   J.P. Morgan Chase Commercial Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling Servicing Agreement,
dated as of [________], 20[__] (the "Agreement"), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, [________], as Master
Servicer, [________], as Special Servicer, and [________], as Trustee and as
Paying Agent, the undersigned, as Trustee, hereby certifies that, except as
noted on the attached Trustee Exception Report, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for
which a Liquidation Event has occurred) the Trustee has, subject to Section
2.02(e) of the Pooling and Servicing Agreement, reviewed the documents delivered
to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has
determined that (i) all documents specified in clauses (i) through (v), (ix)
through (xii) and (xvi) (or, with respect to clause (xvi), a copy of such letter
of credit and the required officer's certificate), if any, of the definition of
"Mortgage File," as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have
been reviewed by it or by a Custodian on its behalf and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, and (iii)
based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iv), (vi) and (viii)(c) in the definition of "Mortgage
Loan Schedule" is correct.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                       [________],
                                          as Trustee

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                            TRUSTEE EXCEPTION REPORT

<PAGE>

                                   SCHEDULE A
             J.P. Morgan Chase Commercial Mortgage Securities Corp.

<PAGE>

                                    EXHIBIT W

                            Realized Loss Report Form

<PAGE>

                                    EXHIBIT X

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Trustee, [the Paying Agent],
the Master Servicer, the Special Servicer, each Sub-Servicer and each
Sub-Servicer identified by the Master Servicer shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          APPLICABLE
                                                                                                                          SERVICING
                                            SERVICING CRITERIA                                                            CRITERIA
------------------------------------------------------------------------------------------------------------------------------------
  Reference                                     Criteria
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                                                                    <C>

                                      General Servicing Considerations

                   Policies and procedures are instituted to monitor any performance or other triggers and
1122(d)(1)(i)      events of default in accordance with the transaction agreements.

                   If any material servicing activities are outsourced to third parties, policies and
                   procedures are instituted to monitor the third party's performance and compliance with such
1122(d)(1)(ii)     servicing activities.

                   Any requirements in the transaction agreements to maintain a back-up servicer for the
1122(d)(1)(iii)    mortgage loans are maintained.

                   A fidelity bond and errors and omissions policy is in effect on the party participating in
                   the servicing function throughout the reporting period in the amount of coverage required by
1122(d)(1)(iv)     and otherwise in accordance with the terms of the transaction agreements.

                                                Cash Collection and Administration

                   Payments on mortgage loans are deposited into the appropriate custodial bank accounts and
                   related bank clearing accounts no more than two business days following receipt, or such
1122(d)(2)(i)      other number of days specified in the transaction agreements.

                   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only
1122(d)(2)(ii)     by authorized personnel.

                   Advances of funds or guarantees regarding collections, cash flows or distributions, and any
                   interest or other fees charged for such advances, are made, reviewed and approved as
1122(d)(2)(iii)    specified in the transaction agreements.

                   The related accounts for the transaction, such as cash reserve accounts or accounts
                   established as a form of overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv)     respect to commingling of cash) as set forth in the transaction agreements.

                   Each custodial account is maintained at a federally insured depository institution as set
                   forth in the transaction agreements. For purposes of this criterion, "federally insured
                   depository institution" with respect to a foreign financial institution means a foreign
                   financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities
1122(d)(2)(v)      Exchange Act.

1122(d)(2)(vi)     Unissued checks are safeguarded so as to prevent unauthorized access.

                   Reconciliations are prepared on a monthly basis for all asset-backed securities related
                   bank accounts, including custodial accounts and related bank clearing accounts. These
                   reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
                   the bank statement cutoff date, or such other number of days specified in the transaction
                   agreements; (C) reviewed and approved by someone other than the person who prepared the
                   reconciliation; and (D) contain explanations for reconciling items. These reconciling items
                   are resolved within 90 calendar days of their original identification, or such other number
1122(d)(2)(vii)    of days specified in the transaction agreements.

                                                Investor Remittances and Reporting

                   Reports to investors, including those to be filed with the Commission, are maintained in
                   accordance with the transaction agreements and applicable Commission requirements.
                   Specifically, such reports (A) are prepared in accordance with timeframes and other terms
                   set forth in the transaction agreements; (B) provide information calculated in accordance
                   with the terms specified in the transaction agreements; (C) are filed with the Commission as
                   required by its rules and regulations; and (D) agree with investors' or the trustee's
                   records as to the total unpaid principal balance and number of mortgage loans serviced by
1122(d)(3)(i)      the Reporting Servicer.

                   Amounts due to investors are allocated and remitted in accordance with timeframes,
1122(d)(3)(ii)     distribution priority and other terms set forth in the transaction agreements.

                   Disbursements made to an investor are posted within two business days to the Servicer's
1122(d)(3)(iii)    investor records, or such other number of days specified in the transaction agreements.

                   Amounts remitted to investors per the investor reports agree with cancelled checks, or other
1122(d)(3)(iv)     form of payment, or custodial bank statements.

                                                     Pool Asset Administration

                   Collateral or security on mortgage loans is maintained as required by the transaction
1122(d)(4)(i)      agreements or related mortgage loan documents.

1122(d)(4)(ii)     Mortgage loan and related documents are safeguarded as required by the transaction agreements

                   Any additions, removals or substitutions to the asset pool are made, reviewed and approved
1122(d)(4)(iii)    in accordance with any conditions or requirements in the transaction agreements.

                   Payments on mortgage loans, including any payoffs, made in accordance with the related
                   mortgage loan documents are posted to the Servicer's obligor records maintained no more than
                   two business days after receipt, or such other number of days specified in the transaction
                   agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance
1122(d)(4)(iv)     with the related mortgage loan documents.

                   The Reporting Servicer's records regarding the mortgage loans agree with the Reporting
1122(d)(4)(v)      Servicer's records with respect to an obligor's unpaid principal balance.

                   Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan
                   modifications or re-agings) are made, reviewed and approved by authorized personnel in
1122(d)(4)(vi)     accordance with the transaction agreements and related pool asset documents.

                   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in
                   lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted
                   and concluded in accordance with the timeframes or other requirements established by the
1122(d)(4)(vii)    transaction agreements.

                   Records documenting collection efforts are maintained during the period a mortgage loan is
                   delinquent in accordance with the transaction agreements. Such records are maintained on at
                   least a monthly basis, or such other period specified in the transaction agreements, and
                   describe the entity's activities in monitoring delinquent mortgage loans including, for
                   example, phone calls, letters and payment rescheduling plans in cases where delinquency is
1122(d)(4)(viii)   deemed temporary (e.g., illness or unemployment).

                   Adjustments to interest rates or rates of return for mortgage loans with variable rates are
1122(d)(4)(ix)     computed based on the related mortgage loan documents.

                   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds
                   are analyzed, in accordance with the obligor's mortgage loan documents, on at least an
                   annual basis, or such other period specified in the transaction agreements; (B) interest on
                   such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
                   documents and state laws; and (C) such funds are returned to the obligor within 30 calendar
                   days of full repayment of the related mortgage loans, or such other number of days specified
1122(d)(4)(x)      in the transaction agreements.

                   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or
                   before the related penalty or expiration dates, as indicated on the appropriate bills or
                   notices for such payments, provided that such support has been received by the servicer at
                   least 30 calendar days prior to these dates, or such other number of days specified in the
1122(d)(4)(xi)     transaction agreements.

                   Any late payment penalties in connection with any payment to be made on behalf of an obligor
                   are paid from the servicer's funds and not charged to the obligor, unless the late payment
1122(d)(4)(xii)    was due to the obligor's error or omission.

                   Disbursements made on behalf of an obligor are posted within two business days to the
                   obligor's records maintained by the servicer, or such other number of days specified in the
1122(d)(4)(xiii)   transaction agreements.

                   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in
1122(d)(4)(xiv)    accordance with the transaction agreements.

                   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv)     1115 of Regulation AB, is maintained as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

[NAME OF REPORTING SERVICER]


Date:
     -----------------------
By:
   -------------------------
Name:
     -----------------------
Title:
      ----------------------

<PAGE>

                                    EXHIBIT Y

                         ADDITIONAL FORM 10-D DISCLOSURE

<TABLE>
<CAPTION>

                     Item on Form 10-D                                               Party Responsible
-----------------------------------------------------------   --------------------------------------------------------------
<S>                                                           <C>
    Item 1: Distribution and Pool Performance Information                             Master Servicer
                                                                                         Trustee
   Any information required by Item 1121 of Regulation AB
        which is NOT included on the Monthly Statement

                 Item 2: Legal Proceedings                            (i) All parties to the PSA (as to themselves),
                                                              (ii) the Trustee and Master Servicer as to the issuing entity,
               per Item 1117 of Regulation AB                    (iii) the Depositor as to the sponsor, and each Originator
                                                                 (other than a Responsible Party) or any Regulation AB Item
       Item 3: Sale of Securities and Use of Proceeds                              1100(d)(1) party
          Item 4: Defaults Upon Senior Securities                                      Depositor
Item 5: Submission of Matters to a Vote of Security Holders                            Trustee
        Item 6: Significant Obligors of Pool Assets                                    Trustee
    Item 7: Significant Enhancement Provider Information                                 N/A
                 Item 8: Other Information                                             Depositor
                      Item 9: Exhibits                                   Any party responsible for disclosure items on
                                                                                       Form 8-K
                                                                                        Trustee
</TABLE>

<PAGE>

                                    EXHIBIT Z

                         ADDITIONAL FORM 10-K DISCLOSURE
<TABLE>
<CAPTION>

                     Item on Form 10-K                                               Party Responsible
-----------------------------------------------------------   --------------------------------------------------------------
<S>                                                           <C>
                Item 1B: Unresolved Staff Comments                                       Depositor

                    Item 9B: Other Information                     Any party responsible for disclosure items on Form 8-K
         Item 15: Exhibits, Financial Statement Schedules                                 Trustee
                         Additional Item:                                                Depositor

            Disclosure per Item 1117 of Regulation AB
                         Additional Item:                               (i) All parties to the PSA (as to themselves),
            Disclosure per Item 1119 of Regulation AB                   (ii) the Trustee and Servicer as to the Trust,
                                                                   (iii) the Depositor as to the sponsor and each Originator
                                                                   (other than a Responsible Party), or any 1100(d)(1) party
                         Additional Item:                         (i) All parties to the Pooling and Servicing Agreement as to
           Disclosure per Item 1112(b) of Regulation AB                 themselves, (ii) the Depositor as to the sponsor,
                                                                                 or any derivative provider
                         Additional Item:                                                     N/A
    Disclosure per Items 1114(b) and 1115(b) of Regulation AB

</TABLE>

<PAGE>

                                   EXHIBIT AA

                         FORM 8-K DISCLOSURE INFORMATION

<TABLE>
<CAPTION>

                                  Item on Form 8-K                                                Party Responsible
------------------------------------------------------------------------------   ---------------------------------------------------
<S>                                                                              <C>
             Item 1.01- Entry into a Material Definitive Agreement                                    All parties
           Item 1.02- Termination of a Material Definitive Agreement                                  All parties
                     Item 1.03- Bankruptcy or Receivership                                             Depositor
  Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial                          Depositor
        Obligation or an Obligation under an Off-Balance Sheet Arrangement
        Item 3.03- Material Modification to Rights of Security Holders                                  Trustee
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal                         Depositor
                                       Year
            Item 6.01- ABS Informational and Computational Material                                    Depositor
       Item 6.02- Change of Master Servicer, Special Servicer or Trustee                        Master Servicer, Special
                                                                                                  Servicer or Trustee
          Item 6.03- Change in Credit Enhancement or External Support                              Depositor/Trustee
              Item 6.04- Failure to Make a Required Distribution                                        Trustee
                 Item 6.05- Securities Act Updating Disclosure                                         Depositor
                      Item 7.01- Regulation FD Disclosure                                              Depositor
                                   Item 8.01                                                           Depositor
                                   Item 9.01                                                           Depositor


</TABLE>

<PAGE>

                                   EXHIBIT BB

                         [INTEREST RATE SWAP AGREEMENT]

                                  [Attach copy]